a. Introduction. Thank you for using the Howl platform (the “Platform”) and the products, services, and features we make available to you in connection therewith (collectively, the “Services”). The Services allow you to use Howl’s commerce and payments tools to discover and share advertising and marketing campaign opportunities (each, a “Campaign”), where you can help merchants and brand owners that use the Platform (“Merchants”) promote and sell their products and services, track your sales and earnings to see what customers buy, and receive payments, all subject to the terms and conditions below.
d. Changes to the Services. We reserve the right to withdraw, suspend, restrict, reduce, augment or amend the Services, and any content or material we provide through the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period.
When creating an Account, you represent and warrant that all information you provide shall be truthful, accurate, and complete. You agree to maintain and promptly update all such data to keep it true, accurate, and complete.
a. IMPORTANT CONDITIONS. TO PARTICIPATE IN A CAMPAIGN, YOU MUST AGREE TO ANY CAMPAIGN OR MERCHANT-SPECIFIC TERMS ASSOCIATED THEREWITH, INCLUDING WITHOUT LIMITATION THE DURATION OF THE CAMPAIGN AND THE COMMISSION RATE ASSOCIATED WITH THE CAMPAIGN. IF YOU DO NOT AGREE TO BE BOUND BY ANY CAMPAIGN OR MERCHANT-SPECIFIC TERMS OF A CAMPAIGN, OR DO NOT WISH TO PARTICIPATE BASED ON THE COMMISSION BEING OFFERED, YOU SHOULD NOT JOIN OR PARTICIPATE IN SUCH CAMPAIGN. HOWL WILL NOT BE REQUIRED TO PAY THE APPLICABLE COMMISSION UNLESS AND UNTIL PAYMENT HAS ACTUALLY BEEN RECEIVED BY HOWL FROM THE APPLICABLE MERCHANT. WHEN A CAMPAIGN ENDS FOR ANY REASON, COMMISSIONS WILL NO LONGER BE EARNED VIA YOUR PARTNER LINK FOR SUCH CAMPAIGN.
b. Commissions. You can choose which Merchant’s Campaigns you would like to participate in via the Platform. Please carefully read and review any Campaign or Merchant-specific terms before electing to be a part of a particular Campaign. When a Merchant runs a Campaign on the Platform, they will often offer a particular commission based on product sales generated during that Campaign through your use of the Partner Links (the “Commission”). Such Commission is subject to the specific terms and duration of the Campaign, and is calculated as a percentage of the revenue tracked via the Partner Links and Howl Platform. You will receive no commission at the end of the Campaign.
c. Early Termination of a Campaign. You acknowledge and agree that Howl or Merchant may elect to end a Campaign early, for any reason, in its sole and absolute discretion, in which case no Commissions will be owed after such termination date. Howl disclaims all responsibility, and shall have no liability, in connection with any decision to end a Campaign early.
d. Payment & Calculation of Commissions.
Payment will be made in U.S. dollars. Howl generally pays Commissions for any given month approximately ninety (90) days after the end of such month. You may also receive payment of the Commission earlier if you elect to use the Instant Pay feature (as further detailed below). As applicable, Howl reserves the right to withhold payment to you in the event that Howl does not receive payment of its Commission due and payable from the applicable Merchant. You will be subject to a minimum threshold amount of one-hundred and twenty dollars ($120.00) (the “Payment Threshold”) before the Commission will be paid in any particular month.
All Commissions owed to Partner shall be calculated via the Partner Links and Howl Platform, and such calculation shall be final and binding on Partner. Notwithstanding the foregoing, in the event the Partner Links and/or the Howl Platform mis-calculate or make any error in calculating the Commissions owed to Partner in any way (including, without limitation, by reflecting an over-payment or under-payment in the amount owed to Partner), Howl shall promptly notify Partner once Howl becomes aware of such error, and the parties will cooperate to rectify such issue. In the event of an over-payment, Howl may, in its sole and absolute discretion, either (i) direct Partner to return the amount of the over-payment, in which case Partner shall so within five (5) business days after such request or (ii) set-off and deduct the over-payment against future Commissions.
IF YOU DO NOT ABIDE BY THE TERMS HEREIN, INCLUDING THE SECTIONS TITLED “COMMUNITY GUIDELINES” AND “COMPLIANCE WITH APPLICABLE LAWS, RULES, REGULATIONS, AND GUIDELINES,” HOWL RESERVES THE RIGHT TO WITHHOLD AND/OR SET-OFF ANY COMMISSIONS.
e. Howl Instant Pay. At the sole discretion of Howl, you may be eligible to receive payments for Commissions due to you on an accelerated basis. Howl reserves the right to revoke your ability to use Howl Instant Pay at any time. If you are offered Instant Pay by Howl, subject to a transaction fee (the “Transactional Fee”), you will be able to receive payments of your Commissions through Stripe’s Instant Payout feature into a bank account linked to your Stripe Connected Account. Howl will make payment for Commissions to your Stripe Connected Account, up to the Daily Payout Limit, and settlement to your linked bank account will be completed by Stripe in accordance with the Stripe Policies. “Daily Payout Limit” means the limit of funds that Howl may send to you using Instant Pay within 24-hours.
You shall pay the Transactional Fee for each payment you request through Instant Pay. The Transactional Fee and the Daily Payout Limit will be listed on the Platform, and are subject to change at any time at Howl’s or Stripe’s discretion. Any Commission amount due to you from Howl that is not paid through the Instant Pay service will be paid in accordance with subsection (d), above.
f. Taxes. Howl will report all Commissions and other payments under this Agreement, and may withhold any applicable taxes, in each case as required by applicable tax law in Howl’s determination. You agree to supply to Howl, upon request, all information that Howl requires in order to fulfill its tax reporting and withholding obligations, if any. Each party shall be responsible for paying any applicable taxes it is required to pay with respect to such payments.
a. The Platform. Howl is and will remain the sole and exclusive owner of all right, title, and interest in and to the Platform and the Services, including, without limitation, all source code, object code, operating instructions, and all interfaces developed for or relating to the same, together with all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, improvements, and derivative works thereof and thereto made by or on behalf of Howl, and including all intellectual property rights embodied in any of the foregoing. The Howl name and all related names, logos, product and service names, designs, and slogans are trademarks of Howl or its affiliates or licensors (the “Howl Marks”). You must not use such marks without the prior written permission of Howl. Except as otherwise stated herein, no right, title, or interest in or to the Platform, the Services, the Howl Marks, any other Services, or any content on the Platform is transferred to you, and all rights not expressly granted herein are reserved. Your use of the Platform is personal and non-exclusive and may be revoked at any time, and may be only used in connection with your participation in Campaigns pursuant to the terms and conditions of these Terms.
b. Merchant Rights. All names, logos, product and service names, designs, and slogans, or any photos, images, videos, text or other information or content, on the Platform or in connection with any of the other Services provided or made available by a Merchant, are the intellectual property rights of such Merchant or its respective owners (the “Third-Party Rights”). From time to time, Merchant may make available to you certain Third-Party Rights expressly indicated as intended for use in connection with your participation in a particular Campaign (the “Merchant Rights”). You have a limited, non-exclusive, revocable right, during the duration of the applicable Campaign, to use the Merchant Rights solely for the purposes of creating content to promote Campaigns on websites, newsletters, social media platforms, or other digital properties that you either own or are authorized to use (the “User Channels”). You must not otherwise use such Merchant Rights without the prior written permission of Howl or Merchant, and in any event you have no right to use any other Third-Party Rights. Howl or the Merchant may suspend or terminate your right to use the Merchant Rights at any time, in which case you will immediately cease using, posting or displaying any Merchant Rights (including, to the fullest extent within your control, the removal and/or deletion of any such use of the Merchant Rights). All rights not expressly granted herein are reserved by Howl or Merchant, as applicable.
c. Partner Content & Partner Contributions; Licenses.
As between the parties, you retain ownership in any original content that you create and display or otherwise make available via the User Channels in connection with a Campaign, excluding any aspects incorporating or derived from the Platform, the Howl Marks, Third-Party Rights or Merchant Rights (such original content, the “Partner Content”).
The Platform may contain message boards, personal web pages or profiles, forums, and other interactive, community or shared features that allow users (including Partners) to post, submit, publish, display, or transmit to other users or other persons information, content or materials on or through the Platform. Any such information, materials or content that you post or otherwise provide are deemed “Partner Contributions,” and must comply with our Community Guidelines. As between the parties, you retain ownership in your Partner Contributions, except to the extent incorporated or derived from the Platform, the Howl Marks, Third-Party Rights or Merchant Rights.
You grant Howl and our affiliates, service providers, and each of their and our respective licensees, successors, and assigns the perpetual, irrevocable, worldwide, assignable, sublicensable, royalty-free right to (i) re-share or re-post Partner Content on our Platform or (ii) use, disclose, reproduce, modify, perform, display, distribute, and otherwise commercialize any Partner Contributions, including, in each of (i) and (ii) above, in connection with (x) providing the Services and (y) the marketing or promotion of the Platform or Merchant’s products or services.
You understand and acknowledge that you are responsible for any Partner Content and Partner Contributions, and you, not Howl, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any Partner Content or Partner Contributions.
d. Other Marketing Materials. By using any of the Services, you grant Howl and our affiliates, service providers, and each of their and our respective licensees, successors, and assigns the perpetual, irrevocable, worldwide, assignable, sublicensable, royalty-free right to, without further authorization or compensation, to: (i) refer to you as a user of the Services; and (ii) use any of your profile images and screen names (your “Likeness”) in content and materials to advertise, promote, and market the Services and/or Howl or in connection with Merchant re-targeting campaigns referencing your product recommendations (the “Marketing Materials”). Howl owns all right, title, and interest, including, without limitation, all copyright rights, in and to any Marketing Materials (other than your Likeness or any Partner Content or Partner Contributions used therein).
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL MATTERS RELATED TO THE PARTNER CONTENT, AND THE OPERATION AND MAINTENANCE OF THE USER CHANNELS (EXCLUDING THE PLATFORM AND/OR THE SERVICES), INCLUDING, WITHOUT LIMITATION CREATING AND POSTING PARTNER CONTENT AND EMBEDDING PARTNER LINKS IN THE PARTNER CONTENT.
YOU REPRESENT AND WARRANT THAT YOU WILL COMPLY WITH ALL APPLICABLE LAWS, RULES, GOVERNMENTAL REGULATIONS, REGULATORY GUIDELINES, AND OTHER REQUIREMENTS APPLICABLE TO YOUR PARTNER CONTENT, PARTNER CONTRIBUTIONS AND THE OPERATION AND MAINTENANCE OF THE USER CHANNELS, INCLUDING WITHOUT LIMITATION THE FEDERAL TRADE COMMISSION’S GUIDES CONCERNING THE USE OF ENDORSEMENTS AND TESTIMONIALS IN ADVERTISING AND ALL RELATED LAWS, REGULATIONS AND GUIDANCE (“FTC ENDORSEMENT GUIDES”) SUCH AS THE GUIDELINES AVAILABLE HERE AND ANY OTHER RESOURCES, INCLUDING THOSE AVAILABLE AT https://www.ftc.gov).
b. Community Guidelines. You represent and warrant that you will abide by our Community Guidelines, including in connection with any Partner Content or Partner Contributions, which is available at https://planethowl.com/legal/communityguidelines. Howl may update and amend the Community Guidelines from time to time, so please review the Community Guidelines regularly.
In addition, you represent and warrant that any Partner Content or other materials published by you (except content provided by Howl or Merchant) hereunder represents fair, accurate, and truthful depictions of what is represented, and specifically: (i) all Merchant products depicted are the actual products, without any enhancement, alteration, or additional ingredients, (ii) any products depicted were used in conformity with the instructions on the packaging, (iii) any demonstrations are depicted without any special effects or any other method which would enhance or alter the performance or appearance depicted, including without limitation filters or Photoshop.
More information about your use of the Platform can be found in our Community Guidelines. Nothing in our Community Guidelines shall be interpreted to limit or abridge the representations and warranties Partner makes in this Section.
a. Term; Termination.
If you want to terminate the Services provided by Howl, you may do so by (i) notifying Howl at any time and (ii) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to firstname.lastname@example.org.
b. Monitoring and Enforcement. We have the right to
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU HEREBY WAIVE ANY CLAIMS AGAINST, AND AGREE TO HOLD HARMLESS, HOWL AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
b. Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE PLATFORM, ITS CONTENT, OUR SERVICES, THE THIRD-PARTY RIGHTS, THE MERCHANT RIGHTS, THIRD-PARTY OFFERINGS, AND ANY OTHER SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM, AND HOWL MARKS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
HOWL EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED AND STATUTORY REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE EXTENT THAT EITHER PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY SUCH WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE MINIMUM REQUIRED BY APPLICABLE LAW.
HOWL EXPRESSLY DISCLAIMS ANY LIABILITY IN CONNECTION WITH YOUR RELATIONSHIP WITH ANY MERCHANT.
b. Geographic Restrictions. The provider of the Services is based in the State of New York in the United States. We make no claims that the Services or any related content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
g. Contact Us. These Services are provided by Howl Technologies, Inc. located at 22 Vanderbilt, Floor 4, New York, New York 10017. All other feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: email@example.com.