Sprint
Terms of Service
RESTRICTIONS: (see full list of program policies below)
We do not allow trademark bidding. See Special Terms and Keyword Link for more information.
Protected SEM Bidding Keywords:
· Publishers may not bid on Sprint or Sprint brand terms or their misspellings, including but not limited to: Sprint, Sprnt, Spritn, sprint, sprnt
· Brand terms and their variations/misspellings should be added to Publisher’s negative keyword list.
Non-compete SEM Bidding Keywords:
· There are no restrictions here.
Recommended SEM Bidding Keywords:
· Device specific keywords: Galaxy S8, iPhone 8
· Cell phone category keywords: best cell phones, best price cell phone provider
Special Instructions for Search Marketing Publishers:
Sprint will not pay commissions to affiliates who violate these paid search rules and trademark terms and may correct or reverse commissions retroactively for such violations as well as remove affiliates entirely from the network. You may not use Sprint trademarks or brands in any manner that, in our sole judgment, may diminish or in any way negatively impact them or their effectiveness. Specifically, when engaging in Paid Search (PPC) activities, you may NOT: Place Sprint ads in search engines based on the purchase of Sprint trademark terms, derivatives, or misspellings thereof; Place Sprint ads in search engines identified as restricted by Sprint; You agree to implement Sprint’s Negative Keyword list, including the Protected Keywords.
Toolbar Policy:
Toolbars, software and/or browser applications/extensions are not permitted.
Unacceptable Web Sites:
Publishers are not allowed to promote Sprint via any toolbars, software and/or applications.
Use of Logos and Trademarks in Web sites:
Social Media Guidelines: The Social Media Guidelines apply to an affiliate's use of social media advertising or other forms of online targeted advertising offered by companies like: Facebook, LinkedIn, Foursquare, RenRen, etc. 1. Affiliates may not create social media accounts (such as Facebook Fan pages, Twitter accounts, etc) that include Sprint trademarks. 2. ’Like’ or ‘share’ button functionality should not be used by affiliates to promote Sprint content within the affiliates website or mobile site without Sprint’s permission. 3. A hashtag is a tag used on the social network Twitter as a way to annotate a message (Ex: #yourhashtag), and are commonly used to show that a tweet, a Twitter message, is related to an event or conference. Retweeting, using Sprint’s hashtags, or public messaging Sprint’s social forums (twitter handles, blogs, walls) should not be done by affiliate websites, or their owned social media forums, without Sprint’s permission.
Should you have any questions or feedback regarding the Sprint Affiliate Program, please contact us at PerformanceHorizon@sprint.com.
Terms
Sprint – Sprint.com U.S. Marketing Partner Agreement
This Agreement is between Sprint/United Management company for its Sprint brand (“Sprint”, or “we”), and the applicant party (“you” or “Marketing Partner”). By clicking on the box below, Marketing Partner agrees that it has the capacity and authority to enter into this Agreement and agrees to be bound by its terms.
This Agreement applies to your application and participation as a Marketing Partner in Sprint’s Marketing Partner Program (collectively, the "Program" or “Marketing Partner Program”) and are in addition to the terms and conditions entered into between you and Performance Horizon Group (“PHG”) for their service. If there are any conflicts between this Agreement and the PHG Terms and Conditions, the terms of this Agreement shall govern and control. By submitting the Application as defined below, you hereby ACCEPT AND AGREE to all of the terms and conditions set forth in this Agreement as they may be revised or amended by Sprint from time to time. This Agreement will become effective if and when your Application is accepted by Sprint.
0. Definitions.
“Application” is defined in Section 2 below.
“Approved Website” means your website that has been approved by Sprint to place Sprint Links on.
“Sprint Campaign” or “Campaign” means the Sprint marketing campaigns that the Marketing Partners will be promoting as made available from Sprint. These can include but are not limited to offers and promotions (e.g., 50% the Samsung Galaxy S9).
“Sprint Campaign Details” or “Campaign Details” means the rules and guidelines for each Campaign that are provided by Sprint which the Marketing Partner must comply with. Campaign Details will be available through the PHG Console.
“Sprint Links” means the electronic graphic artwork, text and corresponding links provided by Sprint and obtained via the PHG Console’s creative section.
“Commission” is fee due to the Marketing Partner for Qualified Transactions as further described in this Agreement.
“Confidential Information” means (a) this Agreement and all related discussions, negotiations, and proposals, and (b) information, whether provided directly or indirectly from the other party in writing, verbally, by electronic or other data transmission or in any other form or media and whether furnished or made available before or after the effective date of this Agreement, that is confidential, proprietary or otherwise not generally available to the public. Confidential Information does not include information that is: (i) rightfully known to the receiving party before negotiations leading up to this Agreement; (ii) independently developed by the receiving party without relying on the disclosing party’s Confidential Information; (iii) part of the public domain or is lawfully obtained by the receiving party from a third party not under an obligation of confidentiality; or (iv) free of confidentiality restrictions by agreement of the disclosing party.
“Governmental Authority” means any federal, state, municipal, local, territorial, or other governmental department or agency, regulatory authority, judicial, or administrative body, whether domestic, foreign, or international.
“Licensed Materials” means Sprint’s logos, trade names, trademarks, service marks, and brands.
“Net Sales” means the amount actually paid to Sprint for Qualifying Transactions, excluding any amounts paid for sales taxes, duties, shipping and handling, or similar fees.
“Personnel” means a party’s employees and any person or entity other who performs an obligation on behalf of the party under this Agreement.
“PHG Console” means the Performance Horizon platform/console. The platform or user interface will house Sprint’s creative, the Campaign Details, marketing terms, billing terms, restrictions, or requirements that Sprint requires in order to participate in the Program.
“Program Terms” means the Sprint Campaign Details and the terms and conditions of this Agreement.
“Qualified Transaction” or “Qualifying Transaction” means a transaction generated on the Sites as defined for a given Campaign. For a transaction to constitute a Qualifying Transaction, the Sprint customer must (i) follow a campaign link in the format specified by Sprint to the applicable Site, and (ii) purchase a phone through the Sprint Sites.
“Site(s)” means Sprint’s website(s) as related to the respective Campaign including but not limited to www.sprint.com and any other Sprint-owned websites, excluding www.boostmobile.com, whether existing as of the date you began to participate in the Program or in the future, created by Sprint to sell products or services.
“Sprint Affiliates” means (a) any entity, directly or indirectly, Controlling, Controlled by or under common Control with Sprint/United Management Company; or (b) any entity that has entered into an agreement to construct, manage, and maintain a wireless service network in a defined geographical territory and is authorized to sell telecommunication services in that territory under the “Sprint” brand name or any of their successor brand name(s).
1. Program Terms and Conditions.
Your participation in the Program shall be governed by the Program Terms. The Program Terms are accessible through the PHG Console. We may update the Program Terms at any time without prior notice to you, and you will make updates immediately according to any revisions to these guidelines.
2. Application and Enrollment in the Program.
You must submit a completed Program application via the program’s signup tunnel to begin the enrollment process (“Application”). We will evaluate your Application and notify you of your acceptance or rejection within a reasonable timeframe. We may reject your application, in our sole discretion, for any reason. As part of the Application you must submit the principal address of your website upon which you desire to place the Sprint Links. You represent and warrant that (i) the information submitted in the Application is truthful and accurate; (ii) the person submitting the Application is at least 18 years old; (iii) in the event you are an entity, the person submitting the Application has the full right, power and authority to enter into this Agreement on behalf of such entity; and (iv) the execution of this Agreement by such person, and the performance by you of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound.
3. Your Website.
Except as set forth in Section 5.2, you may promote Sprint and all of the Sprint Campaigns only by means of your Approved Website(s). Sprint reserves the right to approve all content appearing on your Approved Website which describes, or relates to, Sprint. If your website requires a login, you agree to provide Sprint with test login credentials (i) prior to being approved to the Program and (ii) at any time such credentials may be requested by Sprint.
If you want to promote Sprint through another website other than an Approved Website, you will provide written notice to Sprint’s PHG marketing partner email address, at PerformanceHorizon@sprint.com. Upon Sprint’s written approval, you will amend or add the website accordingly on the PHG Console before promoting Sprint and the Sprint Campaigns through that website.
3.1 Responsibility for Your Website.
You will be solely responsible for (i) the development, operation, and maintenance of your website; (ii) all costs associated with your website; and (iii) the accuracy, timeliness and appropriateness of all content posted on your site. We disclaim all liability for these matters. You agree that your website will not engage in any of the unsuitable website activities listed in Section 3.2 or prohibited marketing practices listed in Section 5.3, will only engage in the permitted marketing practices listed in Section 5.2.
3.2 Website Requirements.
In order to qualify for the Program and receive Commissions, your website must:
Be relevant and professional:
Have a professional look-and-feel compatible with Sprint’s Sites;
Employ logical navigation that is not confusing or misleading to the user;
Not contain broken images or links;
Not include areas that are under construction;
Not display or provide content that:
is offensive to the communities served by your website, including but not limited to blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable content;
contains pornographic material, graphics or content perceived as offensive, defamatory, libelous, obscene, abusive, inflammatory or controversial, including that of a sexual, violent or political nature (including but not limited to nudity in content or ads);
Not feature or promote:
discrimination of any type, including but not limited to discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age-based criteria;
activities involving unusual or extreme risk to life or the environment;
illegal or criminal activities;
Not sell, promote, or advertise in any manner (including but not limited to the use of hyperlinks):
any products or services that are unlawful in the location at which the content is posted or received;
gambling activities, alcohol, tobacco, or any illegal or controlled substance;
Not violate intellectual property of Sprint or any third party, including but not limited to:
the use of unauthorized links, domain names, HTML tags, or content containing "Sprint" or any other trademarks owned by Sprint, and any variations, or misspellings thereof;
infringing in any way or violate any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property right of Sprint or any third party;
· Not post any content that holds Sprint open to public scorn or ridicule;
· Not provide site visitors purchase capability outside of the Sites;
· Use industry best practices to identify and screen for viruses, worms, harmful code, Trojan horses, and other malware and prevent the transmission of such through your Website;
· Adhere to data privacy by
o not using tracking technology that enables correlation of tracking data with personally identifiable information collected independently by you from Sprint prospects or customers;
o not collecting, posting, maintaining, or disclosing any personally identifying information or private information about children or any third parties without obtaining their consent in a legally sufficient way (or their parents’ consent in case of a minor), and to the extent such information concerns children under 13, you will ensure that you fully comply with the Children’s Online Privacy Protection Act; and
o not collecting, accessing, maintaining, disclosing, or otherwise using, or implying that you are doing such, any identifiable information or other data relating to a person or entity on behalf of Sprint or the Sprint Affiliates.
Not require a password or contain other means of restricted access to your website unless your website is a member-based website that requires a login, in which case you will provide Sprint with test login credentials as set forth in Section 3.1.
4. Linking With and Use of Sprint Links.
In the event your Application is accepted by Sprint, you may use (to the extent provided in Section 6) the Sprint Links as necessary to participate in the Program.
The PHG Console’s creative section will provide access to the Sprint Links that will allow you the opportunity to earn a Commission. The Sprint Links are the only mechanisms that will make it possible to track and report Qualified Transactions acquired through your website, provided that cookies have not been disabled on the web browser being used to follow the link to the applicable Site. It is your responsibility to integrate the Sprint Links into your website properly in accordance with the instructions available, and Sprint will not be liable to you with respect to your failure properly to integrate the Sprint Links into your website, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement.
In order to qualify for the Program and receive Commissions, your use of the Sprint Links must comply with the following requirements:
Sprint Links placed on your website may take the form of text links, graphics, banners, buttons, and data feeds that Sprint makes available to you. Sprint Links may also include promotions provided to you by Sprint through PHG. The content of all Sprint Links will be provided by Sprint; links provided by entities other than Sprint may not be used.
We may make available to you, through PHG, HTML banners and data feeds that may permit site visitors to navigate directly to individual areas on Sprints Sites.
For any search functionality on your website using Sprint trademarks, (i) Sprint Links must always appear at the top of the list; and (ii) any link that contains Sprint in the title must connect the user directly back to Sprint’s Sites. Sprint will provide guidelines to use when linking to the Sites and using our trademarks and other intellectual property.
You agree not to modify any Sprint Links in any way without the express written permission of Sprint.
You will ensure that all advertising promoting Sprint that you deliver using multi-site or cross-app data (e.g., interest-based or behavioral advertising) complies with applicable industry standards (e.g., the Digital Advertising Alliance’s principles for online behavioral advertising).
5. Marketing.
5.1 Notification of Changes.
If you are accepted as a Member Partner, you agree to notify us via PerformanceHorizon@sprint.com within seven (7) calendar days of any material changes to (i) the content or structure of your website(s) or (ii) the activities utilized by your marketing program.
5.2 Permitted Marketing Practices.
In order to promote the Sprint Campaigns, you may engage in the following marketing practices as set forth in Sections 5.2.1 through 5.2.6.
5.2.1 Loyalty Programs.
You may promote the Sprint Campaigns by means of loyalty, rebates, and/or cash back programs. If you offer special incentives through a loyalty program you need to declare so in your Application before applying to Sprint’s Marketing Partner Program.
5.2.2 Email Marketing.
You may use integrated email marketing, meaning emails that promote Sprint along with other news or advertiser offers, to promote the Sprint Campaigns or your participation in the Program. You may not use standalone emails to promote solely Sprint Campaigns without prior written approval by Sprint. For any email sent by you that promotes Sprint, you represent and warrant that you (i) will comply with all applicable legal requirements as the sender of the email (including but not limited to providing an opt-out link that recipients can use to opt-out of future promotional emails from you, maintaining an internal do-not-email list, not sending the email to any email address that has opted out of promotional emails from you, and providing all legally required disclosures) under the CAN-SPAM Act, Canada’s Anti-Spam Law, and any other applicable law; (ii) will only send the email to an email address that you have lawfully acquired; (iii) will not directly state or indirectly imply that email recipients have the ability to opt out of emails from Sprint or Sprint Affiliates; (iv) will send the email from an email account that does not include a Sprint entity in the email address or domain; (v) will clearly disclose that the email is being sent by you to the recipients based on the recipients’ relationship with you; (vi) clearly brand the email as your email; (vii) only use the Sprint Links to promote Sprint.
5.2.3 Social Media Marketing.
You may use social media applications to promote Sprint, including through blogs, forums, newsgroups, message boards, chat rooms, or through similar Internet resources. You may do so only to refer prospects directly to Sprint, not as a means of representing Sprint.
Social Media Guidelines: These social media guidelines as updated by Sprint from time to time (either through updates in the PHG Console and/or modifications to the Program Terms) apply to your use of social media advertising or other forms of online targeted advertising offered by companies such as Facebook, LinkedIn, Foursquare, and Instagram:
· You may not create social media accounts such as Facebook pages or Twitter accounts that include Sprint trademarks.
· You may not use ’Like,’ ‘Share’ or other similar functionality to promote Sprint content.
· You may not retweet using Sprint’s hashtags or public message Sprint’s social forums (e.g., Twitter handles, blogs, walls), on, including but not limited to, your website and social media forums.
· You may not remessage to any Sprint customers or site visitors.
5.2.4 Sprint Deals/Promotions/Sweepstakes.
You may promote special deals, promotions, and sweepstakes for the Sprint Campaigns, provided that these deals are publicly available, were provided by Sprint’s Marketing Partner Program, you use the special Sprint Links provided by Sprint’s Marketing Partner Program provided that you obtain Sprint’s prior written approval in each instance.
5.2.5 Discounts.
You may not promote a higher percentage discount (%) than Sprint’s current promotion without the prior written permission of Sprint. If you have a rebate or cash-back site, you must clearly indicate so in your advertising and what you are responsible for. For example, if Sprint runs a promotion of 10% off and you give an additional 2% cash-back, your ad must state “10% Off + 2% cash-back (from Marketing Partner) on Sprint phones.” Instead of “12% Off Sprint phones.”
5.2.6 Organic Search Marketing (SEO).
You may optimize your site for SEO. If you have a dedicated Sprint Merchant Page defined as a webpage on your website that displays Sprint offers) on your site, you may use Sprint trademarks that have been provided and approved by Sprint in your title tag. However, the Sprint trademarks may only be used in combination with your own site name and only with the prior written approval by Sprint.
If you optimize your meta tags, you must be clear that your site is not the official sprint.com Site or any of the Sites. You may not use “Official Site” in combination with any Sprint trademark.
Examples:
Title Tag
· Examples: examplesite.com – Sprint; examplesite.com – Buy a Sprint phone now
· Restrictions: A title tag must never contain the words "official site" and must always include the examplesite.com brand name.
Meta Description Tag
· Example: Find phone deals for Sprint at Examplesite.com.
· Restrictions: A meta description tag must never contain the words "official site," must always include the examplesite.com brand name, and may never infer that the user is at a Sprint site.
5.2.7 Additional Requirements and Restrictions.
Marketing Partner agrees to comply with any additional requirements and restrictions provided by Sprint as set forth in the Campaign Details
5.3 Prohibited Marketing Practices.
In order to qualify for the Marketing Partner Program and receive Commissions on the Sprint Campaigns, you are prohibited from engaging in the following marketing practices:
Acting as a Reseller. You may not act as a reseller of Sprint products and services. The Sprint Marketing Partner Program is not a reseller program. As a Marketing Partner, you are only authorized to refer prospects directly to the Sites: you are not authorized to buy and resell Sprint products and services.
Direct Marketing. You may not engage in any direct marketing of Sprint products and services involving the use of telephone calls, SMS/MMS messaging, faxing, or direct mail. You may only engage in direct marketing as set forth in Section 5.
Interfering with the Sites. You may not engage in tactics that obstruct or interfere with the presentation of the Sites in any way when a user is referred from your website (e.g., through the use of frames or pop-ups) and from interfering with any referral of a potential customer or visitor to the Sites.
Generating Forced Clicks. You may not use any HTML code, IFRAME, JavaScript, or other system to cause a user’s computer to invoke a Sprint Link, or to otherwise set a tracking cookie on a user’s computer, except at a user’s specific request by specifically clicking on a link to Sprint’s Sites from your website, in one of the specific ways set out under Section 4, above. You may not cause your website to invoke Sprint Links automatically, e.g. via pop-ups or pop-unders, as users enter, browse, or exit your website. You may not cause your web page to invoke Sprint Links in hidden, invisible, or minimally visible windows.
Using Spyware and Adware. You may not use tracking technology (such as spyware) that enables correlation of tracking data with personally identifiable information, and you may not use any kind of adware.
Using Toolbar, Software, and/or Application Downloads. You may not use any toolbar, software, and/or application downloads to promote Sprint or your participation in the Program. This includes, without limitation, the following:
· programs that set invoke links or set cookies automatically, without user knowledge at the time of link invocation;
· programs that set invoke links or set cookies without the user first having visited the associated website; and
· programs that open extra windows displaying, linking to, or framing Sprint’s Sites, or that open or frame Sprint’s Sites in any hidden, invisible, or minimally visible window.
Paid Search Activities. You are not authorized to engage in paid search activities under this Agreement. Sprint will not pay Commissions to you if you violate this Section and may correct or reverse Commissions retroactively for such violations as well as remove you from the Program. You may not use Sprint trademarks or brands in any manner that, in our sole judgment, may diminish or in any way negatively impact them or their effectiveness.
Additionally, you may NOT
· place Sprint ads in search engines based on the purchase of Sprint trademark terms, derivatives, or misspellings thereof;.
You may
· place Sprint ads in search engines based on the purchase of non-branded keyword terms or competitive brand keyword terms (e.g., T-Mobile).
6. Limited License to Use Sprint Links.
For the term of this Agreement, we grant you a limited nonexclusive, non-transferable, revocable license to (i) access our Sites through the Sprint Links solely in accordance with the Program Terms; (ii) use the Licensed Materials for the sole purpose of promoting the Sprint Campaigns associated with the Sprint Links that are accessible through the PHG console to assist in generating online transactions; and (iii) for identifying you as a Program participant.
You may use the Licensed Materials only as directed by Sprint and as authorized in this Agreement and in accordance with guidelines provided to Supplier. Except as permitted under this Agreement, you will not display or use the Licensed Materials, including for your promotional purposes, nor permit the Licensed Materials to be displayed or used by any third party. The Licensed Materials are proprietary to Sprint and nothing in this Agreement constitutes the grant of a license for use of the Licensed Materials. Supplier is not permitted to use the Licensed Maters, the Sprint name, or the names of any divisions, business units, or names of any product or service, in any other manner.
You may not modify the Licensed Materials or any associated code (e.g., HTML) in any way. Except as expressly granted in this Agreement, you have no other rights of any kind in regards to the Sites, Sprint’s services, the Sprint Campaigns, Sprint images, messages, codes, trade names and trademarks, and all other intellectual property of Sprint. You acknowledge that all use of the Sprint Links by you inures solely to the benefit of Sprint, and you agree not to use the Sprint Links in a manner that is, or otherwise include materials on your website that are, disparaging of Sprint. Under no circumstances will anything in this Agreement be construed as granting by implication, or otherwise, a license to any of Sprint's intellectual property or proprietary technology other than the use of the Licensed Materials, code, and the linkage to the Sprint Site in accordance with the terms of this Agreement.
You will remove any outdated Sprint Links immediately upon our request or their removal from the PHG Console. We may update these guidelines at any time without prior notice to you, and you will make updates immediately according to any revisions to these guidelines.
You agree this license can be revoked at any time for any or no reason upon notice by Sprint to you (regardless of termination of this Agreement) and you agree upon receipt of such notice immediately to cease using all Sprint Links and Licensed Materials.
7. Sprint Campaigns; Qualified Transactions; Policies and Pricing.
We will pay you Commissions for Qualified Transactions generated on the Sites. We reserve the right to reject transactions that do not comply with the Program Terms. Credit for a transaction is attributed to the most recently clicked Marketing Partner link. Sprint cannot, and does not, (i) accept responsibility for users who may delete, disable, render non-functional, or otherwise not accept cookies used to track return visits to the Sites within the allotted time frame; or (ii) pay Commissions for such untracked return visits.
7.1 Phone Activations – Qualified Transactions
For a Qualified Transaction, Sprint will calculate the appropriate Commission as outlined in the Program Terms after the purchased phone is activated on the Sprint network. Sprint will not pay Commissions on any returns, cancellation, or device sales that are not activated on the Sprint network.
7.2 Policies and Pricing
Customers who purchase and activate phones through the Program will be deemed to be customers of Sprint. Accordingly, all Sprint rules, policies, and operating procedures concerning customer orders, customer service, and purchases will apply to those customers with respect to their transactions on the Sites.
We may change our policies and operating procedures, including pricing, at any time consistent with applicable laws. Sprint at its sole discretion, will determine the prices to be charged for devices paid for under the Program in accordance with our own pricing policies. You may not include price information on your site unless pricing information is made available through the Sprint Links or you receive prior written approval from Sprint. Prices and availability of Sprint products and services may vary from time to time. Sprint will use commercially reasonable efforts to present accurate information, but we cannot, and do not, guarantee the availability or price of any particular device.
8. Commissions and Payment
8.1 Commissions
You will earn Commissions based on the total number of Qualifying Transactions as set forth in the Program Terms. Commissions shall be paid on Net Sales for Qualifying Transactions. Commissions will be adjusted downwards if (i) orders are cancelled or products are returned for refund at any time; (ii) Sprint determines that a purchase for which you received a Commission was fraudulent, including but not limited to the use of stolen credit cards, general charge-backs, and any other instances that causes Sprint to credit a customer’s account; or (iii) Sprint determines that a purchase for which a Commission was made involved actions you took in violation of this Program. Sprint, at its sole discretion and upon notification to you, may prospectively change this method of compensation or add additional methods of compensation.
8.2 Cookie Duration
End users referred by you through the Sprint Links will be marked with a certain cookie having a duration as set forth in the Campaign’s description, provided cookies have not been deleted, disabled, rendered non-functional or otherwise not have been accepted by the end user. You will not be compensated for any Qualifying Transaction made by an end user who can’t be identified after the cookie has expired or for any other reason.
8.3 Payment of Commissions
We will pay you Commissions on a month-in-arrears basis through PHG. Sprint will pay PHG and PHG will make the funds available to the partners within 72 hours of receiving from Sprint. If a technical error results in erroneous payment or reporting, you agree to return the misallocated funds. You are only eligible to earn Commissions on sales of Qualifying Transactions occurring during the term of this Agreement. In the event overpayment is made by us, you agree to promptly remit such excess payment to us upon notification by us to the PHG Console.
Sprint may adjust Commissions for a particular period of time or for particular types of Sprint Campaigns. Sprint will provide you notice of such Commission changes through the PHG console. Nothing in the foregoing shall limit Sprint’s ability to change the minimum Commission contained herein in accordance with Section 11. Consistent with these terms and conditions, Sprint may correct or reverse Commissions, both retroactively and proactively, if Sprint determines that you have violated the terms of this Agreement or the Program.
8.4 Liability for Payment
Sprint shall not be liable for any Commission to you if Sprint deems that you have engaged in any fraudulent or criminal activity in connection with the Program, or that you have otherwise violated the terms of this Agreement or the Program.
9. Transaction Processing; Reporting.
We will be responsible for processing transactions placed by customers who are directed to the Sites through the Sprint Links. We reserve the right to reject transactions that do not comply with any reasonable requirements that we periodically may establish. We will be responsible for all aspects of transaction processing and fulfillment. Among other things, we will process payments, cancellations and handle customer service.
Reporting capability summarizing sales activity will be available to you through PHG. The form, content, and frequency of the reporting capability are limited to that available through PHG. Sprint is not responsible for any changes that PHG may make in their reporting format, timing, or types of reporting capability available to members of PHG and the Program. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Sprint Links are properly formatted. Sprint will not be responsible for improperly formatted Sprint Links regardless of whether you modified the code or not.
10. Terms and Termination.
The term of this Agreement will begin upon our acceptance of your Program Application and will end when terminated by a party in accordance with this Section 10. You may terminate this Agreement at any time, with or without cause, by terminating your participation in the Program and removing all Sprint Links. Sprint may terminate this Agreement for convenience at any time and for no reason upon immediate written notice to the email contact you provide within PHG. Upon termination, you shall immediately cease using, displaying or otherwise maintaining any Sprint Links.
11. Modification of this Agreement.
We may modify any of the Program Terms at our sole discretion. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR NOTIFICATION WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFIED PROGRAM TERMS, AS APPLICABLE.
12. Limitation of Liability; Disclaimer; Indemnification.
12.1 Liability.
We will not be liable in any event for indirect, incidental, special or consequential damages (or any loss of revenue, profits, goodwill or data) arising in connection with this Agreement or the Program, whether or not foreseeable and even if we have been advised of the possibility of such damages.
Sprint shall not be held liable in any part for failure of PHG to maintain service. In addition, we shall not be liable if we have paid Commissions to PHG and PHG fails to send Commission payments to you. In no event shall the liability of Sprint in connection with this Agreement for damages not excluded above exceed the amount paid or payable by Sprint to you under this Agreement within the three (3) month period immediately preceding the accrual of such claim.
12.2. Disclaimers.
We make no express or implied warranties or representations with respect to the Program, devices purchased through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Sites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
12.3 Indemnification.
You will indemnify and defend Sprint, the Sprint Affiliates, and their respective officers, directors, agents, contractors, distributors, franchisees, employees, referrals and customers (each, a “Sprint Indemnitee”) from and against all Damages arising out of a claim by a third party against a Sprint Indemnitee resulting from or alleged to have resulted from any of your acts or omissions under or related to this Agreement and the Program including but not limited to (i) your material breach of any covenant, duty, representation, or warranty of the Program Terms; (ii) materials contained on your website(s) or products or services provided by you to a third-party (including any allegation that such materials, products, or services infringe a third party’s proprietary or intellectual property rights); (iii) any covenant, representation or warranty made by you regarding the Sites or Sprint's services and products; (iv) any claims that are otherwise related to your website(s) and the content thereon; and (v) any claims relating to direct marketing activities by you or your Personnel, including but not limited to marketing emails sent pursuant to Section 5.2.2.
13. Confidentiality.
13.1. Confidentiality Obligations.
Each party acknowledges that while performing its obligations and exercising its rights under this Agreement it may have access to the other party’s Confidential Information. With respect to all Confidential Information, the parties agree that during and after the termination or expiration of this Agreement, neither party will disclose to any third party, except as permitted under Section 13.2, and each party will keep strictly confidential, all Confidential Information of the other. In no event will the receiving party fail to use reasonable care to avoid loss or unauthorized use, including disclosure, access, collection, or alteration of the disclosing party’s Confidential Information.
Neither party will disclose to the other party any confidential information of a third party without the third party’s consent.
Within 15 days of termination or expiration of this Agreement, and at any time upon written request of the disclosing party, the receiving party will return or destroy, at its option, all Confidential Information (and any copies) of the other party. Upon the disclosing party’s request, the receiving party will have an officer certify that the disclosing party’s Confidential Information has been destroyed.
In the event of any actual or suspected improper use, disclosure, access, collection, alteration, or loss of Confidential Information, the receiving party will notify the disclosing party within 24 hours of the discovery.
13.2. Exception for Legal Process.
The receiving party may disclose Confidential Information if required by a valid court order, subpoena, or by an authorized Governmental Authority; but the receiving party must give the disclosing party prompt written notice of the required disclosure and make a reasonable effort to either prevent disclosure or assist the disclosing party in obtaining a protective order, except where prohibited by law.
13.3 No Publicity.
You will not release information about the existence of this Agreement, including its value, or its terms, through any media, social media, application, or website including but not limited to, the issuance of any news release, announcement, denial, or confirmation. You must obtain prior written authorization from the Sprint corporate communications department for any exceptions to this Section. Nothing in this Agreement implies that we will agree to any publicity.
14. Miscellaneous.
14.1 Survival.
Sections 12 and 13 shall survive the expiration or termination of this Agreement. Additionally, to the extent this Agreement is not terminated as a result of fraud relating to the Marketing Partner Program by you or otherwise as a result of your breach of this Agreement, Sprint’s obligation to pay Commissions shall survive for so long as is necessary to account for Commissions generated from Qualified Transactions properly registered prior to the date of termination.
14.2 Applicable Law; Jurisdiction.
This Agreement will be governed by and interpreted in accordance with the internal substantive laws of the state of Delaware. The parties agree that the Uniform Computer Information Transaction Act (UCITA), or any version of UCITA adopted by any state, including Delaware, will not govern or be used to interpret this Agreement. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement. This Agreement is not a contract under seal.
The parties agree that unless the parties agree to pursue alternative dispute resolution in an alternate forum, all actions and proceedings arising out of or related to this Agreement, except as necessary to enforce indemnity or defense obligations, will be brought only in a state court located in Johnson County, Kansas or in the United States District Court for the District of Kansas. Each party agrees to personal jurisdiction in either court.
14.3 Jury Trial Waiver.
Each party waives its right to a jury trial in any court action arising among the parties under this Agreement or otherwise related to this Agreement, whether made by claim, counterclaim, third-party claim or otherwise.
a. If the jury waiver is held to be unenforceable, the parties agree to binding arbitration for any dispute arising out of this Agreement or any claim arising under any federal, state or local statutes, laws, or regulations. The arbitration will be conducted in accordance with the arbitration rules promulgated under the Rules for Non-Administered Arbitration (CPR) then prevailing. To the extent that the provisions of this Agreement and the prevailing rules of CPR conflict, the provisions of this Agreement will govern. The arbitrator(s) will be required to furnish, promptly upon conclusion of the arbitration, a written decision, setting out the reasons for the decision. The arbitration decision will be final and binding on the parties, and the decision may be enforced by either party in any court of competent jurisdiction. Subject to Section 14.3 b, each party will bear its own expenses and an equal share of the expenses of the third arbitrator and the CPR fees, if any.
The agreement of each party to waive its right to a jury trial will be binding on its successors and assignees.
b. The prevailing party in any arbitration or court proceeding will be entitled to reasonable legal fees and costs, including reasonable expert fees and costs. If the prevailing party rejected a written settlement offer that exceeds its recovery, the offering party will be entitled to its reasonable legal fees and costs.
14.4 Excuse.
Neither party will be liable for, or be considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence. Both parties will be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulations or if any other cause beyond the reasonable control of the parties renders performance of the agreement impossible whereupon all money due to either of the parties shall be paid immediately and you will immediately cease using the Sprint Links and promoting Sprint products and services.
14.5 Assignment.
You may not assign this Agreement, or any right, interest or benefit under this Agreement, by operation of law or otherwise, without our prior written consent and any such assignment shall be null and void.
14.5 No Waiver.
Subject to the restriction in Section 14.5, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
14.6. Relationship of Parties.
The parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will (a) have no authority to make or accept any offers or representations on our behalf and (b) make no statement, whether on your website or otherwise, that reasonably would contradict anything in this Section.
14.7 Acknowledgment.
You acknowledge that you have read this Agreement and agreed to all the terms and conditions. You understand that Sprint may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement, and Sprint and its referrals, affiliates, and subsidiaries may operate websites that compete with your website. You further agree that this Agreement constitutes the complete and exclusive agreement between the parties regarding their subject matter.
14.8. Entire Agreement.
This Agreement and all documents expressly referred to in this Agreement, constitute the parties’ complete agreement with respect to the subject matter of this Agreement. Any terms on your web site, marketing material, invoice, or other document, or contained in any “shrinkwrap” or “clickwrap” agreement, will have no force or effect.
We do not allow trademark bidding. See Special Terms and Keyword Link for more information.
Protected SEM Bidding Keywords:
· Publishers may not bid on Sprint or Sprint brand terms or their misspellings, including but not limited to: Sprint, Sprnt, Spritn, sprint, sprnt
· Brand terms and their variations/misspellings should be added to Publisher’s negative keyword list.
Non-compete SEM Bidding Keywords:
· There are no restrictions here.
Recommended SEM Bidding Keywords:
· Device specific keywords: Galaxy S8, iPhone 8
· Cell phone category keywords: best cell phones, best price cell phone provider
Special Instructions for Search Marketing Publishers:
Sprint will not pay commissions to affiliates who violate these paid search rules and trademark terms and may correct or reverse commissions retroactively for such violations as well as remove affiliates entirely from the network. You may not use Sprint trademarks or brands in any manner that, in our sole judgment, may diminish or in any way negatively impact them or their effectiveness. Specifically, when engaging in Paid Search (PPC) activities, you may NOT: Place Sprint ads in search engines based on the purchase of Sprint trademark terms, derivatives, or misspellings thereof; Place Sprint ads in search engines identified as restricted by Sprint; You agree to implement Sprint’s Negative Keyword list, including the Protected Keywords.
Toolbar Policy:
Toolbars, software and/or browser applications/extensions are not permitted.
Unacceptable Web Sites:
Publishers are not allowed to promote Sprint via any toolbars, software and/or applications.
Use of Logos and Trademarks in Web sites:
Social Media Guidelines: The Social Media Guidelines apply to an affiliate's use of social media advertising or other forms of online targeted advertising offered by companies like: Facebook, LinkedIn, Foursquare, RenRen, etc. 1. Affiliates may not create social media accounts (such as Facebook Fan pages, Twitter accounts, etc) that include Sprint trademarks. 2. ’Like’ or ‘share’ button functionality should not be used by affiliates to promote Sprint content within the affiliates website or mobile site without Sprint’s permission. 3. A hashtag is a tag used on the social network Twitter as a way to annotate a message (Ex: #yourhashtag), and are commonly used to show that a tweet, a Twitter message, is related to an event or conference. Retweeting, using Sprint’s hashtags, or public messaging Sprint’s social forums (twitter handles, blogs, walls) should not be done by affiliate websites, or their owned social media forums, without Sprint’s permission.
Should you have any questions or feedback regarding the Sprint Affiliate Program, please contact us at PerformanceHorizon@sprint.com.
Terms
Sprint – Sprint.com U.S. Marketing Partner Agreement
This Agreement is between Sprint/United Management company for its Sprint brand (“Sprint”, or “we”), and the applicant party (“you” or “Marketing Partner”). By clicking on the box below, Marketing Partner agrees that it has the capacity and authority to enter into this Agreement and agrees to be bound by its terms.
This Agreement applies to your application and participation as a Marketing Partner in Sprint’s Marketing Partner Program (collectively, the "Program" or “Marketing Partner Program”) and are in addition to the terms and conditions entered into between you and Performance Horizon Group (“PHG”) for their service. If there are any conflicts between this Agreement and the PHG Terms and Conditions, the terms of this Agreement shall govern and control. By submitting the Application as defined below, you hereby ACCEPT AND AGREE to all of the terms and conditions set forth in this Agreement as they may be revised or amended by Sprint from time to time. This Agreement will become effective if and when your Application is accepted by Sprint.
0. Definitions.
“Application” is defined in Section 2 below.
“Approved Website” means your website that has been approved by Sprint to place Sprint Links on.
“Sprint Campaign” or “Campaign” means the Sprint marketing campaigns that the Marketing Partners will be promoting as made available from Sprint. These can include but are not limited to offers and promotions (e.g., 50% the Samsung Galaxy S9).
“Sprint Campaign Details” or “Campaign Details” means the rules and guidelines for each Campaign that are provided by Sprint which the Marketing Partner must comply with. Campaign Details will be available through the PHG Console.
“Sprint Links” means the electronic graphic artwork, text and corresponding links provided by Sprint and obtained via the PHG Console’s creative section.
“Commission” is fee due to the Marketing Partner for Qualified Transactions as further described in this Agreement.
“Confidential Information” means (a) this Agreement and all related discussions, negotiations, and proposals, and (b) information, whether provided directly or indirectly from the other party in writing, verbally, by electronic or other data transmission or in any other form or media and whether furnished or made available before or after the effective date of this Agreement, that is confidential, proprietary or otherwise not generally available to the public. Confidential Information does not include information that is: (i) rightfully known to the receiving party before negotiations leading up to this Agreement; (ii) independently developed by the receiving party without relying on the disclosing party’s Confidential Information; (iii) part of the public domain or is lawfully obtained by the receiving party from a third party not under an obligation of confidentiality; or (iv) free of confidentiality restrictions by agreement of the disclosing party.
“Governmental Authority” means any federal, state, municipal, local, territorial, or other governmental department or agency, regulatory authority, judicial, or administrative body, whether domestic, foreign, or international.
“Licensed Materials” means Sprint’s logos, trade names, trademarks, service marks, and brands.
“Net Sales” means the amount actually paid to Sprint for Qualifying Transactions, excluding any amounts paid for sales taxes, duties, shipping and handling, or similar fees.
“Personnel” means a party’s employees and any person or entity other who performs an obligation on behalf of the party under this Agreement.
“PHG Console” means the Performance Horizon platform/console. The platform or user interface will house Sprint’s creative, the Campaign Details, marketing terms, billing terms, restrictions, or requirements that Sprint requires in order to participate in the Program.
“Program Terms” means the Sprint Campaign Details and the terms and conditions of this Agreement.
“Qualified Transaction” or “Qualifying Transaction” means a transaction generated on the Sites as defined for a given Campaign. For a transaction to constitute a Qualifying Transaction, the Sprint customer must (i) follow a campaign link in the format specified by Sprint to the applicable Site, and (ii) purchase a phone through the Sprint Sites.
“Site(s)” means Sprint’s website(s) as related to the respective Campaign including but not limited to www.sprint.com and any other Sprint-owned websites, excluding www.boostmobile.com, whether existing as of the date you began to participate in the Program or in the future, created by Sprint to sell products or services.
“Sprint Affiliates” means (a) any entity, directly or indirectly, Controlling, Controlled by or under common Control with Sprint/United Management Company; or (b) any entity that has entered into an agreement to construct, manage, and maintain a wireless service network in a defined geographical territory and is authorized to sell telecommunication services in that territory under the “Sprint” brand name or any of their successor brand name(s).
1. Program Terms and Conditions.
Your participation in the Program shall be governed by the Program Terms. The Program Terms are accessible through the PHG Console. We may update the Program Terms at any time without prior notice to you, and you will make updates immediately according to any revisions to these guidelines.
2. Application and Enrollment in the Program.
You must submit a completed Program application via the program’s signup tunnel to begin the enrollment process (“Application”). We will evaluate your Application and notify you of your acceptance or rejection within a reasonable timeframe. We may reject your application, in our sole discretion, for any reason. As part of the Application you must submit the principal address of your website upon which you desire to place the Sprint Links. You represent and warrant that (i) the information submitted in the Application is truthful and accurate; (ii) the person submitting the Application is at least 18 years old; (iii) in the event you are an entity, the person submitting the Application has the full right, power and authority to enter into this Agreement on behalf of such entity; and (iv) the execution of this Agreement by such person, and the performance by you of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound.
3. Your Website.
Except as set forth in Section 5.2, you may promote Sprint and all of the Sprint Campaigns only by means of your Approved Website(s). Sprint reserves the right to approve all content appearing on your Approved Website which describes, or relates to, Sprint. If your website requires a login, you agree to provide Sprint with test login credentials (i) prior to being approved to the Program and (ii) at any time such credentials may be requested by Sprint.
If you want to promote Sprint through another website other than an Approved Website, you will provide written notice to Sprint’s PHG marketing partner email address, at PerformanceHorizon@sprint.com. Upon Sprint’s written approval, you will amend or add the website accordingly on the PHG Console before promoting Sprint and the Sprint Campaigns through that website.
3.1 Responsibility for Your Website.
You will be solely responsible for (i) the development, operation, and maintenance of your website; (ii) all costs associated with your website; and (iii) the accuracy, timeliness and appropriateness of all content posted on your site. We disclaim all liability for these matters. You agree that your website will not engage in any of the unsuitable website activities listed in Section 3.2 or prohibited marketing practices listed in Section 5.3, will only engage in the permitted marketing practices listed in Section 5.2.
3.2 Website Requirements.
In order to qualify for the Program and receive Commissions, your website must:
Be relevant and professional:
Have a professional look-and-feel compatible with Sprint’s Sites;
Employ logical navigation that is not confusing or misleading to the user;
Not contain broken images or links;
Not include areas that are under construction;
Not display or provide content that:
is offensive to the communities served by your website, including but not limited to blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable content;
contains pornographic material, graphics or content perceived as offensive, defamatory, libelous, obscene, abusive, inflammatory or controversial, including that of a sexual, violent or political nature (including but not limited to nudity in content or ads);
Not feature or promote:
discrimination of any type, including but not limited to discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age-based criteria;
activities involving unusual or extreme risk to life or the environment;
illegal or criminal activities;
Not sell, promote, or advertise in any manner (including but not limited to the use of hyperlinks):
any products or services that are unlawful in the location at which the content is posted or received;
gambling activities, alcohol, tobacco, or any illegal or controlled substance;
Not violate intellectual property of Sprint or any third party, including but not limited to:
the use of unauthorized links, domain names, HTML tags, or content containing "Sprint" or any other trademarks owned by Sprint, and any variations, or misspellings thereof;
infringing in any way or violate any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property right of Sprint or any third party;
· Not post any content that holds Sprint open to public scorn or ridicule;
· Not provide site visitors purchase capability outside of the Sites;
· Use industry best practices to identify and screen for viruses, worms, harmful code, Trojan horses, and other malware and prevent the transmission of such through your Website;
· Adhere to data privacy by
o not using tracking technology that enables correlation of tracking data with personally identifiable information collected independently by you from Sprint prospects or customers;
o not collecting, posting, maintaining, or disclosing any personally identifying information or private information about children or any third parties without obtaining their consent in a legally sufficient way (or their parents’ consent in case of a minor), and to the extent such information concerns children under 13, you will ensure that you fully comply with the Children’s Online Privacy Protection Act; and
o not collecting, accessing, maintaining, disclosing, or otherwise using, or implying that you are doing such, any identifiable information or other data relating to a person or entity on behalf of Sprint or the Sprint Affiliates.
Not require a password or contain other means of restricted access to your website unless your website is a member-based website that requires a login, in which case you will provide Sprint with test login credentials as set forth in Section 3.1.
4. Linking With and Use of Sprint Links.
In the event your Application is accepted by Sprint, you may use (to the extent provided in Section 6) the Sprint Links as necessary to participate in the Program.
The PHG Console’s creative section will provide access to the Sprint Links that will allow you the opportunity to earn a Commission. The Sprint Links are the only mechanisms that will make it possible to track and report Qualified Transactions acquired through your website, provided that cookies have not been disabled on the web browser being used to follow the link to the applicable Site. It is your responsibility to integrate the Sprint Links into your website properly in accordance with the instructions available, and Sprint will not be liable to you with respect to your failure properly to integrate the Sprint Links into your website, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement.
In order to qualify for the Program and receive Commissions, your use of the Sprint Links must comply with the following requirements:
Sprint Links placed on your website may take the form of text links, graphics, banners, buttons, and data feeds that Sprint makes available to you. Sprint Links may also include promotions provided to you by Sprint through PHG. The content of all Sprint Links will be provided by Sprint; links provided by entities other than Sprint may not be used.
We may make available to you, through PHG, HTML banners and data feeds that may permit site visitors to navigate directly to individual areas on Sprints Sites.
For any search functionality on your website using Sprint trademarks, (i) Sprint Links must always appear at the top of the list; and (ii) any link that contains Sprint in the title must connect the user directly back to Sprint’s Sites. Sprint will provide guidelines to use when linking to the Sites and using our trademarks and other intellectual property.
You agree not to modify any Sprint Links in any way without the express written permission of Sprint.
You will ensure that all advertising promoting Sprint that you deliver using multi-site or cross-app data (e.g., interest-based or behavioral advertising) complies with applicable industry standards (e.g., the Digital Advertising Alliance’s principles for online behavioral advertising).
5. Marketing.
5.1 Notification of Changes.
If you are accepted as a Member Partner, you agree to notify us via PerformanceHorizon@sprint.com within seven (7) calendar days of any material changes to (i) the content or structure of your website(s) or (ii) the activities utilized by your marketing program.
5.2 Permitted Marketing Practices.
In order to promote the Sprint Campaigns, you may engage in the following marketing practices as set forth in Sections 5.2.1 through 5.2.6.
5.2.1 Loyalty Programs.
You may promote the Sprint Campaigns by means of loyalty, rebates, and/or cash back programs. If you offer special incentives through a loyalty program you need to declare so in your Application before applying to Sprint’s Marketing Partner Program.
5.2.2 Email Marketing.
You may use integrated email marketing, meaning emails that promote Sprint along with other news or advertiser offers, to promote the Sprint Campaigns or your participation in the Program. You may not use standalone emails to promote solely Sprint Campaigns without prior written approval by Sprint. For any email sent by you that promotes Sprint, you represent and warrant that you (i) will comply with all applicable legal requirements as the sender of the email (including but not limited to providing an opt-out link that recipients can use to opt-out of future promotional emails from you, maintaining an internal do-not-email list, not sending the email to any email address that has opted out of promotional emails from you, and providing all legally required disclosures) under the CAN-SPAM Act, Canada’s Anti-Spam Law, and any other applicable law; (ii) will only send the email to an email address that you have lawfully acquired; (iii) will not directly state or indirectly imply that email recipients have the ability to opt out of emails from Sprint or Sprint Affiliates; (iv) will send the email from an email account that does not include a Sprint entity in the email address or domain; (v) will clearly disclose that the email is being sent by you to the recipients based on the recipients’ relationship with you; (vi) clearly brand the email as your email; (vii) only use the Sprint Links to promote Sprint.
5.2.3 Social Media Marketing.
You may use social media applications to promote Sprint, including through blogs, forums, newsgroups, message boards, chat rooms, or through similar Internet resources. You may do so only to refer prospects directly to Sprint, not as a means of representing Sprint.
Social Media Guidelines: These social media guidelines as updated by Sprint from time to time (either through updates in the PHG Console and/or modifications to the Program Terms) apply to your use of social media advertising or other forms of online targeted advertising offered by companies such as Facebook, LinkedIn, Foursquare, and Instagram:
· You may not create social media accounts such as Facebook pages or Twitter accounts that include Sprint trademarks.
· You may not use ’Like,’ ‘Share’ or other similar functionality to promote Sprint content.
· You may not retweet using Sprint’s hashtags or public message Sprint’s social forums (e.g., Twitter handles, blogs, walls), on, including but not limited to, your website and social media forums.
· You may not remessage to any Sprint customers or site visitors.
5.2.4 Sprint Deals/Promotions/Sweepstakes.
You may promote special deals, promotions, and sweepstakes for the Sprint Campaigns, provided that these deals are publicly available, were provided by Sprint’s Marketing Partner Program, you use the special Sprint Links provided by Sprint’s Marketing Partner Program provided that you obtain Sprint’s prior written approval in each instance.
5.2.5 Discounts.
You may not promote a higher percentage discount (%) than Sprint’s current promotion without the prior written permission of Sprint. If you have a rebate or cash-back site, you must clearly indicate so in your advertising and what you are responsible for. For example, if Sprint runs a promotion of 10% off and you give an additional 2% cash-back, your ad must state “10% Off + 2% cash-back (from Marketing Partner) on Sprint phones.” Instead of “12% Off Sprint phones.”
5.2.6 Organic Search Marketing (SEO).
You may optimize your site for SEO. If you have a dedicated Sprint Merchant Page defined as a webpage on your website that displays Sprint offers) on your site, you may use Sprint trademarks that have been provided and approved by Sprint in your title tag. However, the Sprint trademarks may only be used in combination with your own site name and only with the prior written approval by Sprint.
If you optimize your meta tags, you must be clear that your site is not the official sprint.com Site or any of the Sites. You may not use “Official Site” in combination with any Sprint trademark.
Examples:
Title Tag
· Examples: examplesite.com – Sprint; examplesite.com – Buy a Sprint phone now
· Restrictions: A title tag must never contain the words "official site" and must always include the examplesite.com brand name.
Meta Description Tag
· Example: Find phone deals for Sprint at Examplesite.com.
· Restrictions: A meta description tag must never contain the words "official site," must always include the examplesite.com brand name, and may never infer that the user is at a Sprint site.
5.2.7 Additional Requirements and Restrictions.
Marketing Partner agrees to comply with any additional requirements and restrictions provided by Sprint as set forth in the Campaign Details
5.3 Prohibited Marketing Practices.
In order to qualify for the Marketing Partner Program and receive Commissions on the Sprint Campaigns, you are prohibited from engaging in the following marketing practices:
Acting as a Reseller. You may not act as a reseller of Sprint products and services. The Sprint Marketing Partner Program is not a reseller program. As a Marketing Partner, you are only authorized to refer prospects directly to the Sites: you are not authorized to buy and resell Sprint products and services.
Direct Marketing. You may not engage in any direct marketing of Sprint products and services involving the use of telephone calls, SMS/MMS messaging, faxing, or direct mail. You may only engage in direct marketing as set forth in Section 5.
Interfering with the Sites. You may not engage in tactics that obstruct or interfere with the presentation of the Sites in any way when a user is referred from your website (e.g., through the use of frames or pop-ups) and from interfering with any referral of a potential customer or visitor to the Sites.
Generating Forced Clicks. You may not use any HTML code, IFRAME, JavaScript, or other system to cause a user’s computer to invoke a Sprint Link, or to otherwise set a tracking cookie on a user’s computer, except at a user’s specific request by specifically clicking on a link to Sprint’s Sites from your website, in one of the specific ways set out under Section 4, above. You may not cause your website to invoke Sprint Links automatically, e.g. via pop-ups or pop-unders, as users enter, browse, or exit your website. You may not cause your web page to invoke Sprint Links in hidden, invisible, or minimally visible windows.
Using Spyware and Adware. You may not use tracking technology (such as spyware) that enables correlation of tracking data with personally identifiable information, and you may not use any kind of adware.
Using Toolbar, Software, and/or Application Downloads. You may not use any toolbar, software, and/or application downloads to promote Sprint or your participation in the Program. This includes, without limitation, the following:
· programs that set invoke links or set cookies automatically, without user knowledge at the time of link invocation;
· programs that set invoke links or set cookies without the user first having visited the associated website; and
· programs that open extra windows displaying, linking to, or framing Sprint’s Sites, or that open or frame Sprint’s Sites in any hidden, invisible, or minimally visible window.
Paid Search Activities. You are not authorized to engage in paid search activities under this Agreement. Sprint will not pay Commissions to you if you violate this Section and may correct or reverse Commissions retroactively for such violations as well as remove you from the Program. You may not use Sprint trademarks or brands in any manner that, in our sole judgment, may diminish or in any way negatively impact them or their effectiveness.
Additionally, you may NOT
· place Sprint ads in search engines based on the purchase of Sprint trademark terms, derivatives, or misspellings thereof;.
You may
· place Sprint ads in search engines based on the purchase of non-branded keyword terms or competitive brand keyword terms (e.g., T-Mobile).
6. Limited License to Use Sprint Links.
For the term of this Agreement, we grant you a limited nonexclusive, non-transferable, revocable license to (i) access our Sites through the Sprint Links solely in accordance with the Program Terms; (ii) use the Licensed Materials for the sole purpose of promoting the Sprint Campaigns associated with the Sprint Links that are accessible through the PHG console to assist in generating online transactions; and (iii) for identifying you as a Program participant.
You may use the Licensed Materials only as directed by Sprint and as authorized in this Agreement and in accordance with guidelines provided to Supplier. Except as permitted under this Agreement, you will not display or use the Licensed Materials, including for your promotional purposes, nor permit the Licensed Materials to be displayed or used by any third party. The Licensed Materials are proprietary to Sprint and nothing in this Agreement constitutes the grant of a license for use of the Licensed Materials. Supplier is not permitted to use the Licensed Maters, the Sprint name, or the names of any divisions, business units, or names of any product or service, in any other manner.
You may not modify the Licensed Materials or any associated code (e.g., HTML) in any way. Except as expressly granted in this Agreement, you have no other rights of any kind in regards to the Sites, Sprint’s services, the Sprint Campaigns, Sprint images, messages, codes, trade names and trademarks, and all other intellectual property of Sprint. You acknowledge that all use of the Sprint Links by you inures solely to the benefit of Sprint, and you agree not to use the Sprint Links in a manner that is, or otherwise include materials on your website that are, disparaging of Sprint. Under no circumstances will anything in this Agreement be construed as granting by implication, or otherwise, a license to any of Sprint's intellectual property or proprietary technology other than the use of the Licensed Materials, code, and the linkage to the Sprint Site in accordance with the terms of this Agreement.
You will remove any outdated Sprint Links immediately upon our request or their removal from the PHG Console. We may update these guidelines at any time without prior notice to you, and you will make updates immediately according to any revisions to these guidelines.
You agree this license can be revoked at any time for any or no reason upon notice by Sprint to you (regardless of termination of this Agreement) and you agree upon receipt of such notice immediately to cease using all Sprint Links and Licensed Materials.
7. Sprint Campaigns; Qualified Transactions; Policies and Pricing.
We will pay you Commissions for Qualified Transactions generated on the Sites. We reserve the right to reject transactions that do not comply with the Program Terms. Credit for a transaction is attributed to the most recently clicked Marketing Partner link. Sprint cannot, and does not, (i) accept responsibility for users who may delete, disable, render non-functional, or otherwise not accept cookies used to track return visits to the Sites within the allotted time frame; or (ii) pay Commissions for such untracked return visits.
7.1 Phone Activations – Qualified Transactions
For a Qualified Transaction, Sprint will calculate the appropriate Commission as outlined in the Program Terms after the purchased phone is activated on the Sprint network. Sprint will not pay Commissions on any returns, cancellation, or device sales that are not activated on the Sprint network.
7.2 Policies and Pricing
Customers who purchase and activate phones through the Program will be deemed to be customers of Sprint. Accordingly, all Sprint rules, policies, and operating procedures concerning customer orders, customer service, and purchases will apply to those customers with respect to their transactions on the Sites.
We may change our policies and operating procedures, including pricing, at any time consistent with applicable laws. Sprint at its sole discretion, will determine the prices to be charged for devices paid for under the Program in accordance with our own pricing policies. You may not include price information on your site unless pricing information is made available through the Sprint Links or you receive prior written approval from Sprint. Prices and availability of Sprint products and services may vary from time to time. Sprint will use commercially reasonable efforts to present accurate information, but we cannot, and do not, guarantee the availability or price of any particular device.
8. Commissions and Payment
8.1 Commissions
You will earn Commissions based on the total number of Qualifying Transactions as set forth in the Program Terms. Commissions shall be paid on Net Sales for Qualifying Transactions. Commissions will be adjusted downwards if (i) orders are cancelled or products are returned for refund at any time; (ii) Sprint determines that a purchase for which you received a Commission was fraudulent, including but not limited to the use of stolen credit cards, general charge-backs, and any other instances that causes Sprint to credit a customer’s account; or (iii) Sprint determines that a purchase for which a Commission was made involved actions you took in violation of this Program. Sprint, at its sole discretion and upon notification to you, may prospectively change this method of compensation or add additional methods of compensation.
8.2 Cookie Duration
End users referred by you through the Sprint Links will be marked with a certain cookie having a duration as set forth in the Campaign’s description, provided cookies have not been deleted, disabled, rendered non-functional or otherwise not have been accepted by the end user. You will not be compensated for any Qualifying Transaction made by an end user who can’t be identified after the cookie has expired or for any other reason.
8.3 Payment of Commissions
We will pay you Commissions on a month-in-arrears basis through PHG. Sprint will pay PHG and PHG will make the funds available to the partners within 72 hours of receiving from Sprint. If a technical error results in erroneous payment or reporting, you agree to return the misallocated funds. You are only eligible to earn Commissions on sales of Qualifying Transactions occurring during the term of this Agreement. In the event overpayment is made by us, you agree to promptly remit such excess payment to us upon notification by us to the PHG Console.
Sprint may adjust Commissions for a particular period of time or for particular types of Sprint Campaigns. Sprint will provide you notice of such Commission changes through the PHG console. Nothing in the foregoing shall limit Sprint’s ability to change the minimum Commission contained herein in accordance with Section 11. Consistent with these terms and conditions, Sprint may correct or reverse Commissions, both retroactively and proactively, if Sprint determines that you have violated the terms of this Agreement or the Program.
8.4 Liability for Payment
Sprint shall not be liable for any Commission to you if Sprint deems that you have engaged in any fraudulent or criminal activity in connection with the Program, or that you have otherwise violated the terms of this Agreement or the Program.
9. Transaction Processing; Reporting.
We will be responsible for processing transactions placed by customers who are directed to the Sites through the Sprint Links. We reserve the right to reject transactions that do not comply with any reasonable requirements that we periodically may establish. We will be responsible for all aspects of transaction processing and fulfillment. Among other things, we will process payments, cancellations and handle customer service.
Reporting capability summarizing sales activity will be available to you through PHG. The form, content, and frequency of the reporting capability are limited to that available through PHG. Sprint is not responsible for any changes that PHG may make in their reporting format, timing, or types of reporting capability available to members of PHG and the Program. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Sprint Links are properly formatted. Sprint will not be responsible for improperly formatted Sprint Links regardless of whether you modified the code or not.
10. Terms and Termination.
The term of this Agreement will begin upon our acceptance of your Program Application and will end when terminated by a party in accordance with this Section 10. You may terminate this Agreement at any time, with or without cause, by terminating your participation in the Program and removing all Sprint Links. Sprint may terminate this Agreement for convenience at any time and for no reason upon immediate written notice to the email contact you provide within PHG. Upon termination, you shall immediately cease using, displaying or otherwise maintaining any Sprint Links.
11. Modification of this Agreement.
We may modify any of the Program Terms at our sole discretion. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR NOTIFICATION WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFIED PROGRAM TERMS, AS APPLICABLE.
12. Limitation of Liability; Disclaimer; Indemnification.
12.1 Liability.
We will not be liable in any event for indirect, incidental, special or consequential damages (or any loss of revenue, profits, goodwill or data) arising in connection with this Agreement or the Program, whether or not foreseeable and even if we have been advised of the possibility of such damages.
Sprint shall not be held liable in any part for failure of PHG to maintain service. In addition, we shall not be liable if we have paid Commissions to PHG and PHG fails to send Commission payments to you. In no event shall the liability of Sprint in connection with this Agreement for damages not excluded above exceed the amount paid or payable by Sprint to you under this Agreement within the three (3) month period immediately preceding the accrual of such claim.
12.2. Disclaimers.
We make no express or implied warranties or representations with respect to the Program, devices purchased through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Sites will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
12.3 Indemnification.
You will indemnify and defend Sprint, the Sprint Affiliates, and their respective officers, directors, agents, contractors, distributors, franchisees, employees, referrals and customers (each, a “Sprint Indemnitee”) from and against all Damages arising out of a claim by a third party against a Sprint Indemnitee resulting from or alleged to have resulted from any of your acts or omissions under or related to this Agreement and the Program including but not limited to (i) your material breach of any covenant, duty, representation, or warranty of the Program Terms; (ii) materials contained on your website(s) or products or services provided by you to a third-party (including any allegation that such materials, products, or services infringe a third party’s proprietary or intellectual property rights); (iii) any covenant, representation or warranty made by you regarding the Sites or Sprint's services and products; (iv) any claims that are otherwise related to your website(s) and the content thereon; and (v) any claims relating to direct marketing activities by you or your Personnel, including but not limited to marketing emails sent pursuant to Section 5.2.2.
13. Confidentiality.
13.1. Confidentiality Obligations.
Each party acknowledges that while performing its obligations and exercising its rights under this Agreement it may have access to the other party’s Confidential Information. With respect to all Confidential Information, the parties agree that during and after the termination or expiration of this Agreement, neither party will disclose to any third party, except as permitted under Section 13.2, and each party will keep strictly confidential, all Confidential Information of the other. In no event will the receiving party fail to use reasonable care to avoid loss or unauthorized use, including disclosure, access, collection, or alteration of the disclosing party’s Confidential Information.
Neither party will disclose to the other party any confidential information of a third party without the third party’s consent.
Within 15 days of termination or expiration of this Agreement, and at any time upon written request of the disclosing party, the receiving party will return or destroy, at its option, all Confidential Information (and any copies) of the other party. Upon the disclosing party’s request, the receiving party will have an officer certify that the disclosing party’s Confidential Information has been destroyed.
In the event of any actual or suspected improper use, disclosure, access, collection, alteration, or loss of Confidential Information, the receiving party will notify the disclosing party within 24 hours of the discovery.
13.2. Exception for Legal Process.
The receiving party may disclose Confidential Information if required by a valid court order, subpoena, or by an authorized Governmental Authority; but the receiving party must give the disclosing party prompt written notice of the required disclosure and make a reasonable effort to either prevent disclosure or assist the disclosing party in obtaining a protective order, except where prohibited by law.
13.3 No Publicity.
You will not release information about the existence of this Agreement, including its value, or its terms, through any media, social media, application, or website including but not limited to, the issuance of any news release, announcement, denial, or confirmation. You must obtain prior written authorization from the Sprint corporate communications department for any exceptions to this Section. Nothing in this Agreement implies that we will agree to any publicity.
14. Miscellaneous.
14.1 Survival.
Sections 12 and 13 shall survive the expiration or termination of this Agreement. Additionally, to the extent this Agreement is not terminated as a result of fraud relating to the Marketing Partner Program by you or otherwise as a result of your breach of this Agreement, Sprint’s obligation to pay Commissions shall survive for so long as is necessary to account for Commissions generated from Qualified Transactions properly registered prior to the date of termination.
14.2 Applicable Law; Jurisdiction.
This Agreement will be governed by and interpreted in accordance with the internal substantive laws of the state of Delaware. The parties agree that the Uniform Computer Information Transaction Act (UCITA), or any version of UCITA adopted by any state, including Delaware, will not govern or be used to interpret this Agreement. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement. This Agreement is not a contract under seal.
The parties agree that unless the parties agree to pursue alternative dispute resolution in an alternate forum, all actions and proceedings arising out of or related to this Agreement, except as necessary to enforce indemnity or defense obligations, will be brought only in a state court located in Johnson County, Kansas or in the United States District Court for the District of Kansas. Each party agrees to personal jurisdiction in either court.
14.3 Jury Trial Waiver.
Each party waives its right to a jury trial in any court action arising among the parties under this Agreement or otherwise related to this Agreement, whether made by claim, counterclaim, third-party claim or otherwise.
a. If the jury waiver is held to be unenforceable, the parties agree to binding arbitration for any dispute arising out of this Agreement or any claim arising under any federal, state or local statutes, laws, or regulations. The arbitration will be conducted in accordance with the arbitration rules promulgated under the Rules for Non-Administered Arbitration (CPR) then prevailing. To the extent that the provisions of this Agreement and the prevailing rules of CPR conflict, the provisions of this Agreement will govern. The arbitrator(s) will be required to furnish, promptly upon conclusion of the arbitration, a written decision, setting out the reasons for the decision. The arbitration decision will be final and binding on the parties, and the decision may be enforced by either party in any court of competent jurisdiction. Subject to Section 14.3 b, each party will bear its own expenses and an equal share of the expenses of the third arbitrator and the CPR fees, if any.
The agreement of each party to waive its right to a jury trial will be binding on its successors and assignees.
b. The prevailing party in any arbitration or court proceeding will be entitled to reasonable legal fees and costs, including reasonable expert fees and costs. If the prevailing party rejected a written settlement offer that exceeds its recovery, the offering party will be entitled to its reasonable legal fees and costs.
14.4 Excuse.
Neither party will be liable for, or be considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence. Both parties will be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulations or if any other cause beyond the reasonable control of the parties renders performance of the agreement impossible whereupon all money due to either of the parties shall be paid immediately and you will immediately cease using the Sprint Links and promoting Sprint products and services.
14.5 Assignment.
You may not assign this Agreement, or any right, interest or benefit under this Agreement, by operation of law or otherwise, without our prior written consent and any such assignment shall be null and void.
14.5 No Waiver.
Subject to the restriction in Section 14.5, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
14.6. Relationship of Parties.
The parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will (a) have no authority to make or accept any offers or representations on our behalf and (b) make no statement, whether on your website or otherwise, that reasonably would contradict anything in this Section.
14.7 Acknowledgment.
You acknowledge that you have read this Agreement and agreed to all the terms and conditions. You understand that Sprint may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement, and Sprint and its referrals, affiliates, and subsidiaries may operate websites that compete with your website. You further agree that this Agreement constitutes the complete and exclusive agreement between the parties regarding their subject matter.
14.8. Entire Agreement.
This Agreement and all documents expressly referred to in this Agreement, constitute the parties’ complete agreement with respect to the subject matter of this Agreement. Any terms on your web site, marketing material, invoice, or other document, or contained in any “shrinkwrap” or “clickwrap” agreement, will have no force or effect.