Murena Retail Partner Program Agreement
Please read the entire agreement (hereinafter the “Agreement”).
You may print this page for your records.
This agreement is a legal document between Murena Retail SAS (“Murena” or “we”) and the partner (“you”, “your”, or “Company”).
The “Murena Retail Partner Program” is a program managed by Murena Retail or on its behalf, where participating entities place links on their website, blogs or social media accounts that connect to the murena.com website. A referral fee is earned for conversions, as outlined in detail at https://murena.com/murena-partner-program/.
By submitting the online application, you acknowledge that you have read and fully understand the terms and conditions of this agreement. You also agree to be legally responsible for each and every term and condition of the agreement. You explicitly represent to Murena that you are an authorized employee, owner, agent, or representative with permission and authority to enter into this agreement on behalf of your company, organization, or website.
1. Overview
The purpose of this Agreement is to outline the terms and conditions that apply to your participation as a partner in Murena’s Partner Program. By becoming a partner, you will be able to establish HTML links between your website and the Murena website.
2. Partner Obligations
2.1. In order to enroll in Murena Retail’s Partner Program, you must complete and submit the online application available on Murena Retail’s partner enrollment page. We will review your submission, and only upon approval will you be able to participate in the program. Murena Retail reserves the right to reject your application or terminate your partner status at our sole discretion. We may also cancel your application if we determine that your website is unsuitable, including if it:
2.1.1. Promotes sexually explicit materials.
2.1.2. Promotes violence.
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
2.1.4. Promotes illegal activities or utilizes fraudulent means of obtaining commissions, conversions or traffic.
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law.
2.1.6. Includes “Murena” or variations or misspellings thereof in its domain name.
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other partners in our program.
2.1.9. Creates or designs a website that explicitly or impliedly resembles our website, or creates a website that leads customers to believe you are Murena or any other affiliated business.
2.2. Upon approval, you will have access to the partner portal through Solid Affiliate, where you can monitor your associated performance, download HTML code (that provides for links to web pages within the Murena website) and banner creatives. In order for Murena to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other partner link we provide you.
2.3. Murena Retail reserves the right, at any time, to review the placement of your links and approve their use, or require that you change the placement or use to comply with the guidelines provided.
2.4. You are solely responsible for maintaining and updating your website. We may monitor your site as we feel necessary to ensure it is up-to-date and to notify you of any changes that we feel should enhance your performance.
2.5. You are responsible for complying with all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. Murena Retail will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.
3. Murena Retail Rights and Obligations
3.1. Murena Retail has the right to monitor your website at any time to determine if you are following the terms and conditions of this Agreement. Murena Retail may notify you of any changes we feel should be made or to ensure that your links to our website are appropriate. If you fail to make the changes to your website that Murena Retail requests, we reserve the right to terminate your participation in the Murena Retail Partner Program.
3.2. Murena Retail reserves the right to terminate this Agreement and your participation in the Murena Retail Partner Program immediately and without notice to you should you commit fraud in your use of the Murena Retail Partner Program or should you abuse this program in any way. If such fraud or abuse is detected, Murena Retail shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your partner application and will continue unless terminated as provided for in this Agreement.
4. Termination
Either you or Murena Retail may terminate this Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of an email. Furthermore, this Agreement will terminate immediately upon any breach of this Agreement by you.
However, in the event of termination by Murena Retail without cause, Murena Retail agrees to pay any outstanding commissions owed to you within 30 days of termination. Furthermore, if Murena Retail terminates this Agreement due to a breach by you, you forfeit any right to unpaid commissions.
5. Modification
Murena Retail may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified at the email address you provided. Modifications may include changes in the payment procedures and Murena Retail’s Partner Program rules. If any modification is unacceptable to you, your only option is to terminate this Agreement. Your continued participation in Murena Retail’s Partner Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Payment
Murena Retail uses SolidAffiliate, to manage partner performance tracking and associated compensation, tracking, and payment. Payments will be provided by bank transfer or Paypal. Please review the payment terms and conditions for those services.
7. Access to Partner Account Interface
You will create an account and password so that you may enter the secure partner account interface, from where you will be able to see your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
Partners are welcome to promote Murena products via banners, text links, coupons, deals and simple referral rewards.
8.1. Promotion Restrictions: You acknowledge that Murena Retail’s reputation is of utmost importance and we expect all partners to represent our brand with integrity. While we encourage you to promote your own websites, any promotion that mentions Murena Retail may be seen as a joint effort. It is strictly prohibited to engage in any form of advertising that is deemed inappropriate or damaging to our name, including but not limited to spamming, unsolicited commercial email, posting to non-commercial newsgroups, cross-posting to multiple newsgroups at once, and any other form of advertising that conceals or misrepresents your identity, domain name, or return email address.
You agree to comply with our promotion restrictions and will not engage in any form of advertising that could be perceived as misleading or inappropriate. You may only post to newsgroups to promote Murena Retail if the newsgroup specifically welcomes commercial messages. We reserve the right to terminate this Agreement immediately and withhold any pending balances owed to you if we discover that you are engaging in any form of prohibited advertising.
We value our relationship with our partners and expect all partners to comply with our promotion restrictions. This provision shall survive the termination of this Agreement.
8.2. Partners that bid exclusively or include among other keywords, Murena’s trademarked name, derivatives containing Murena or Murena Retail, misspellings, or similar alterations – be it separately or in combination with other keywords – will be considered trademark violators and will be banned from Murena Retail’s Partner Program. We will make every effort to contact the partner prior to the ban. However, we reserve the right to expel any trademark violator from our Partner program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.3. Partners are prohibited from transmitting any “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets,” or any deceptive pop-ups and/or pop-unders to consumers from the time the consumer clicks on a qualifying link until the consumer has fully exited Murena Retail’s website. Any application that causes the overwriting of partner and non-partner commission tracking cookies, intercepts searches to redirect traffic, sets commission tracking cookies through loading of Murena Retail’s site in IFrames, hidden links, and automatic pop-ups, targets text on web sites other than those 100% owned by the application owner for contextual marketing, or removes, replaces, or blocks the visibility of partner banners with any other banners on web sites other than those 100% owned by the owner of the application, shall be considered “Parasiteware™” and “Parasitic Marketing.”
Any partner found in violation of this provision will be immediately removed from Murena Retail’s Partner Program without prior notice. This provision shall survive the termination of this Agreement.
9. Grant of Licenses
9.1. Murena Retail grants to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Murena Retail’s Partner Program. You agree that all uses of the Licensed Materials will be on behalf of Murena Retail and the goodwill associated therewith will inure to the sole benefit of Murena Retail.
9.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene, or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights, and no right, title, or interest is transferred to the other party. This provision shall survive the termination of this Agreement.
10. Disclaimer
MURENA RETAIL DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING MURENA RETAIL’S SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN. MURENA RETAIL DISCLAIMS ANY IMPLIED WARRANTIES OF ITS ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MURENA RETAIL MAKES NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND MURENA RETAIL WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. THIS PROVISION SHALL REMAIN EFFECTIVE EVEN AFTER THE TERMINATION OF THIS AGREEMENT.
11. Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MURENA RETAIL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THIS WEBSITE OR ANY MURENA RETAIL PRODUCTS OR SERVICES, DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENTED, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF MURENA RETAIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MURENA RETAIL’S LIABILITY TO YOU EXCEED THE AMOUNT OF FEES PAID BY YOU TO MURENA RETAIL UNDER THIS AGREEMENT.
13. Indemnification:
You agree to indemnify and hold harmless Murena Retail, its partners, officers, directors, employees, agents, and third-party service providers from and against any claims, actions, demands, damages, costs, liabilities, losses or expenses (including reasonable attorneys’ fees) arising out of or relating to (i) your use of the Murena Retail Partner program, (ii) your breach or violation of this Agreement, (iii) any content or materials that you submit, post, transmit or make available through the program, (iv) your violation of any rights of another, including without limitation any intellectual property rights, or (v) any claim that your website or actions related to the Partner program caused damage to a third party. This indemnification obligation will survive the termination of this Agreement.
14. Confidentiality:
The partner agrees to maintain the confidentiality of all confidential information received from Murena Retail or its affiliates during the course of the agreement. The partner will not use or disclose any confidential information to any third party without the prior written consent of Murena Retail. The partner acknowledges that any unauthorized use or disclosure of confidential information may cause irreparable harm to Murena Retail or its affiliates, and therefore, Murena Retail may be entitled to injunctive relief in addition to any other remedies available at law or in equity.
15. Miscellaneous
15.1. You agree that nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between them.
15.2. This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings and negotiations between the parties relating to its subject matter.
15.3. This Agreement may not be amended or modified except in writing executed by both parties.
15.4. This Agreement shall be governed by and construed in accordance with the laws of France. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Rules of the International Chamber of Commerce (ICC), which shall be held in Paris, France, and shall be conducted in the French language.
15.5. Any notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon delivery if delivered in person, by email or by registered mail, return receipt requested, to the addresses provided by the parties.
15.6. The waiver by either party of any breach or default in performance shall not constitute a waiver of any subsequent breach or default.
15.7. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be deemed to be severed from this Agreement and the remaining provisions shall continue in full force and effect.
15.8. All provisions of this Agreement that by their nature should survive termination , including, without limitation, confidentiality, indemnification, and limitation of liability.
