This Terms of Use Agreement ("Terms of Use") applies to use of the Indi website located at http://app.indi.com (the "Site") and/or the Indi iOS and Android apps (the “Apps”). The Site and the Apps are the property of Indi Individuals, Inc. (together with any parent company, sister companies and affiliated companies, "Indi"). BY USE OF THE SITE OR APPS, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE, DO NOT USE THE INDI SITE OR APPS.
1. General Use of Indi Site and Apps.
(i) Indi reserves the right, at its sole discretion, to change, add or remove portions of this Terms of Use and/or our Privacy Policy (at https://app.indi.com/legal/privacypolicy), at any time. It is your responsibility to check this Terms of Use and our Privacy Policy each time before using the service. Your continued use of the service following the posting of changes will mean that you accept and agree to the changes. As long as you comply with this Terms of Use and any such modifications, Indi grants you a personal, non-exclusive, non-transferable, non-sublicensable, limited privilege to access and utilize the Site and Apps in accordance with these Terms of Use.
(ii) You are not granted any rights or licenses to any patents, copyrights, trade secrets, trade dress, rights of publicity or trademarks with respect to any Indi technology, copyrights or trademarks, and Indi reserves all rights not expressly granted hereunder. Indi™ and all the other marks, custom graphics, icons, logos and service names used with the services are the registered trademarks, trademarks or service marks of Indi or its licensors. The use of any such trademark or service mark without Indi's express written consent is strictly prohibited.
(iii) Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including merchants, are those of the respective author(s) and not of Indi. Neither Indi nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. Under no circumstances will Indi be liable for any loss or damage caused by your reliance on information obtained through Indi.
(iv) All media, software, text, images, graphics, user interfaces, music, videos, photographs, trademarks, logos, artwork and other content on the Site and Apps (collectively, "Content"), including but not limited to the design, selection, arrangement, and coordination of such Content on the Site and Apps is owned or licensed by or to Indi, and is protected by copyright, trade dress, and trademark laws, and various other intellectual property rights laws. Except as expressly provided in this Terms of Use, no part of the Site and/or Apps and no Content may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without Indi's prior express written consent. Except as expressly provided herein, you are not granted any rights or licenses to any patents, copyrights, trade secrets, trade dress, rights of publicity or trademarks with respect to any of the Content, and Indi reserves all rights not expressly granted hereunder. Indi™ and all the other marks, custom graphics, icons, logos and service names on the Site and Apps are the registered trademarks, trademarks or service marks of Indi or its licensors. The use of any such trademark or service mark without Indi's express written consent is strictly prohibited.
2. Things I Love
You have the ability through the Indi Site and Apps to add product or service shopping links ("Shopping Links"). Indi provides you with a limited license to use the Indi Site and Apps to create Shopping Links and to manage the payment of commissions from merchants back to you.
Indi is a technology platform that you have a license to use under these Terms of Use. You agree that Indi is NOT in any way engaging your services or hiring you to create Shopping Links and/or promote sales for merchants. Indi’s technology has tied into thousands of merchants’ affiliate marketing programs through integrations with the world’s top affiliate marketing networks to provide you with a technology solution that allows you to access and become an affiliate of these thousands of retailer programs - all through one technology platform. Commission transactions are NOT with Indi, but with the individual merchant that you have selected to send traffic to from clicks on your Shopping Links – all in accordance with that merchant’s affiliate program terms and conditions. Indi manages the proper shopping link creation with all merchants and tracking agencies, consolidates sales and reporting across all merchants and tracking agencies, and then aggregates and manages payments of the merchant commissions from those merchants to you (“Shopping Links Program”). Instead of charging you a monthly or annual SaaS fee for use of the Indi Site, Apps and Shopping Links Program, you agree that Indi shall deduct a portion of the total commissions that are paid by the merchant to you for qualifying sales through your Shopping Links. The % commission shown to you within the Indi Site or Apps is the actual NET % commissions that you receive back from qualifying purchases from the merchant following Indi’s deduction of its license fee. You hereby also agree that Indi may provide merchants with all Shopping Links Program data, social media data and sales data associated with your use of the Indi Site and/or Apps.
From time to time merchants may immediately increase or decrease the commission percentages. While Indi takes reasonable care to keep the data provided on the Site and/or Apps accurate and up to date, any merchant revised commissions on our Site and Apps may be incorrect until Indi is able to update changes made by merchants. Indi gives no warranty of the accuracy of any information and does not accept liability for any errors or omissions, neither do we accept liability for any resulting damage or loss. By default, your applicable transactions will be credited in line with the commission reported to us by the merchant, which may be more or less than the advertised rate. Some merchants pay commissions on the purchase amount inclusive of tax and/or delivery charges and some merchants exclude these values for the purpose of calculating and awarding commissions. Please review the affiliate program terms of the merchants you are linking products to and determine the restrictions and details associated with their crediting of transactions and payments.
When Indi receives notice of a pending applicable transaction to your account, we will indicate your account with a “pending transaction”. Once the merchant confirms the transaction, it will be marked as “confirmed” – this can take 30-60 days or more from the date of the underlying purchase. This is primarily due to the reason that merchants typically pay only once a month and only once a sale passes through the applicable return window without being returned. Therefore, each merchant’s payment cycle may be different, and for each merchant a given product may be different depending on the specific return period for the product. If the goods are returned or the sale reversed or amended by any means then the commission payout will not be made. Confirmed commissions become payable to you once Indi actually receives the commission amounts and subject to the threshold amount described below ("Payable Commissions").
Qualifications and Restrictions
Applicable transactions for commissions can be defined as transactions that fulfil the following criteria:
(a) Transactions which are tracked directly back to your account by means of an identifying tag, as set up by Indi and reported to us by the merchants and/or their tracking networks. Individuals must click through to the merchant via the Shopping Links you have added.
(b) Individuals must complete their transaction after clicking directly through to the merchant. Most merchants will clear the tracking if the individual navigates away to other sites and then returns to the merchant site via any other third-party site. Therefore, purchases must be completed immediately following clicking through and be done wholly online. If the user who clicks through your Shopping Links has disable 'cookies' on his/her computer, you will not be able to earn commissions as cookies are used to authenticate for most merchants. If the merchant decides a transaction wasn't genuine for any reason, or if the merchant decides that a transaction (whether tracked or not) was deemed to have been provided by another website (such as but not limited to a comparison site or a search engine) then the transaction will not be applicable.
(c) If your account is terminated or disabled for any other reason, then any pending commission amounts will be forfeit and any further transactions which might otherwise become credited to your account will not be deemed to be applicable.
Please note that we cannot be held responsible if the merchant fails to report your sale to us. Merchants have their own rules upon which they determine transactions to be genuine. These rules may or may not be advertised by Indi or the merchant and may be discretionary. If Indi requests the recovery of confirmed but non-payouts from the merchant, the decision of the merchant or merchant’s tracking agent is final. Where a commissions inquiry has been successfully paid by a merchant, you may still receive a lower amount than expected due to the amounts received by Indi possibly being lower than the original claim. If a merchant still hasn't paid a commission claim after a period of four months then we reserve the right to close the inquiry claim.
Indi reserves the right to reclaim or make balance adjustments accordingly where it has been established that any pending or confirmed commission amounts have been applied in error. This will include but is not limited to transactions where the credit for the transaction is not genuinely due or payout for any credited transaction has not been received from a merchant or its agencies. This can include transactions which are already marked as “Payable” in your account, or for transactions which have already been paid over to you. Indi reserves the right to apply fraudulent prevention measures as it sees fit.
Payout Schedule
Commissions payouts will be issued at your request (maximum of 2 requests per month), provided that you have provided the information necessary to process your payment: your first and last name, a valid email address and a valid postal address at which you are able to receive mail. You will be able to request a commissions payout once you have Payable funds in your account that exceeds $25. Indi pays members in U.S. dollars via check, Paypal, and sometimes other payment options. If payments outside the US are through PayPal, there is typically a 0.50% (or 0.005) fee on the total payment amount charged by PayPal to process international transactions. In instances when this international fee is charged to pay you, it will be deducted from your commissions balance. PAYOUTS RECEIVED BY INDI ARE HELD AS INDI FUNDS UNTIL SUCH TIME AS THEY ARE REQUESTED TO BE PAID BY AN ACTIVE ACCOUNT IN GOOD STANDING.
Should a merchant delay payout or cease business then we will make reasonable efforts to recover your commissions, but we can make no guarantees to payout until funds have been received from the merchant or their agents. Individual payout methods may be limited or withdrawn by Indi on a discretionary basis. It is your responsibility to make sure payout details are accurate to avoid losing any due payouts. Indi will not be held liable for any delays, or consequences of delays in payout. At any point Indi reserves the right to put payout requests on hold pending any investigation by Indi or any merchant. If Indi has any reason to suspect fraudulent activity is associated with your account, Indi reserves the right to delay or withhold payment of commissions, and you give Indi permission to review your account with merchants in cases where Indi or the merchant suspects fraudulent activity. Indi is not responsible for lost or stolen payments, and for lost checks, please contact us to request a stop payment, where Indi will charge a $10 fee to stop payment and re-issue. If you do not believe that commissions have been correctly credited to your account you must contact Indi within 90 days of the transaction. Should you disagree with any adjustments made to your account or payments made to you, your sole remedy is to withdraw from the Shopping Links Program.
You may be taxed on your receipt of cash and other consideration (merchandise, travel, etc.) for member referrals, depending on the tax laws of federal, state, and local jurisdictions. In all instances, you will be solely responsible for any and all tax liability arising out of the consideration received for member referrals. Indi may request additional information for tax reporting purposes and may withhold any future payments until such information is received.
If your account is inactive for more than six (6) consecutive months, Indi reserves the right to debit your Indi account balance two dollars and fifty cents ($2.50) per month to recover the cost of account maintenance until (i) you reactivate your account by completing a qualifying purchase and update your account information (providing a valid name, email and mailing address), or (ii) your account balance is zero. If the balance in your inactive account is or becomes zero, Indi will close the account permanently and cease to maintain your account records and Shopping Links Program access. Any failure to comply with this Agreement and/or the Shopping Links Program, any fraud or abuse relating to the accrual or receipt of commissions rewards, or any misrepresentation of any information furnished to Indi or its affiliates by you or anyone acting on your behalf may result in the termination of your membership in the Shopping Links Program and forfeiture of your accrued commissions rewards.
3. Registration:Customer Accounts
(i) You are responsible for maintaining the confidentiality of your account information, including your password, and for all activity that occurs under your account. You agree to notify Indi immediately of any unauthorized use of your account or password, or any other breach of security. You agree to provide us with accurate, current and complete information about yourself and your billing/payment information as prompted by the registration process or any conversion and redemption process.
(ii) You also agree that Indi may, in its sole discretion and without prior notice to you, terminate your access to your account for any reason, including without limitation: (1) attempts to overcome any software security features limiting use of or protecting any content or data, (2) suspected or actual violation of this Terms of Use, (3) suspected or actual copyright infringement, or (4) requests by law enforcement or other government agencies. You agree that Indi will not be liable to you or to any third party for termination of your account and/or access to the services. For purposes of clarity, upon any termination of your account for any reason, all licenses granted to you hereunder shall immediately terminate, but all other portions of this Terms of Use shall survive such account termination.
(iii) You hereby represent, warrant and agree to not use Indi Site and/or Apps together with any post or submission that:
4. Consent To Collection, Use & Disclosure of Your Personal Information and Content.
(i) As more fully described in our Privacy Policy (at https://app.indi.com/legal/privacypolicy), you must disclose certain Personally Identifiable Information to use our Site, register, and to participate in certain challenges, features and functionally offered. As a condition of registering or using any service offered, you represent that you have first read our Privacy Policy (at https://app.indi.com/legal/privacypolicy) and consent to the collection, use and disclosure of your Personally Identifiable Information and Non-Personally Identifiable Information as described in our Privacy Policy (at https://app.indi.com/legal/privacypolicy). By establishing an account with us, you grant permission for Indi to contact you at your e-mail address.
(ii) Your Indi account name may be publicly visible when you post any content on the Site. By registering and becoming a member of Indi, all visitors and other Indi members may be able to search your profile by entering (a) your first and/or last name provided by you in your account information, (b) your email address as provided by you in your account information, and (c) other pieces of basic information in your pr:ofile, including without limitation, any and all Content that you are associated with. If you send an email, text or other form of communication to another individual using any service or tools offered on the Site, your first name, last name and email address will be disclosed to the recipient of any such communication.
(iii) The potential public display and performance of your videos and other posted content on the Site and/or through the Apps and any resulting publicity and monetization generated constitutes the sole consideration for the licenses, waivers and releases granted in this Terms of Use. By the act of submitting a video, comments, reviews, ideas or feedback through otherwise on the Site or through the Apps, you hereby grant to Indi and its designees the irrevocable, fully paid-up, royalty free, sublicensable, transferable, perpetual, worldwide exclusive right and license to reproduce, distribute, transmit, publicly display and perform, modify, create derivative works of, synchronize, broadcast and generally use any such content (or parts thereof) whether recorded, distributed, displayed, streamed or performed/broadcast on or transferred to videotape, film, slides, photographs, audio tapes, internet or any other media, now known or later developed. For purposes of clarity, this grant includes without limitation the right to (a) edit and to use, not use or re-use such content in whole or part as Indi may elect in its sole discretion, and you agree to release and waive any and all privacy or moral rights you may have with respect to the way in which your name, likeness, image, portrait, picture, voice, appearance and/or performance is displayed or edited within such content or in connection with the promotion of such content, and (b) broadcast, exhibit, market, sell and otherwise distribute any such content, either in whole or in parts, and either alone or with other products, for any purpose that Indi or its designees in their sole discretion may determine.
5. Indemnification. You agree to indemnify and hold harmless Indi and its parents, sister companies, subsidiaries, affiliates, service providers, distributors, licensors, officers, directors and employees from any claim or demand, including reasonable attorneys' fees, made by any third party arising out of or related to any claim, demand or allegation which if true would constitute your violation of this Terms of Use, or your violation, infringement or misappropriation of any law, regulation or third-party right.
6. Disclaimer of Warranties. THE SERVICES, CONTENT, DATA, AND INFORMATION ARE PROVIDED "AS IS." INDI EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES OR CORRESPONDENCE TO DESCRIPTION.
7. Limitation of Liability. IN NO EVENT SHALL INDI, ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS TERMS OF USE, OR THE USE OF OR INABILITY TO USE THE SERVICE, ANY AND ALL INTERACTIONS OR COMMUNICATIONS WITH ANY USER, OR ANY PRODUCTS, SERVICES, CONTENT PROVIDED ON OR THROUGH THE SERVICE, WITH THE DELAY IN USE THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE ANY PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT ON OR OBTAINED THROUGH THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF INDI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS TERMS OF USE, THE MAXIMUM LIABILITY THAT INDI SHALL HAVE IN THE AGGREGATE IS LIMITED TO ONE HUNDRED US DOLLARS ($100). YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS TERMS OF USE) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
8. General. No delay or failure to take action under this Terms of Use shall constitute any waiver by Indi of any provision of this Terms of Use. If any provision of this Terms of Use is invalid or unenforceable under applicable law, it is, to that extent, deemed enforceable to the fullest extent possible (and severable in the event such provision is completely unenforceable) and the remaining provisions of this Terms of Use will continue in full force and effect. This Terms of Use will bind and inure to the benefit of Indi's successors and assigns. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises. This Terms of Use shall be governed by the laws of the State of California without regard to or application of any conflict of laws provisions. You consent to the exclusive jurisdiction of the state and federal courts sitting in Orange County, in the State of California. This Terms of Use is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Terms of Use shall be null and void. Indi may freely assign this Terms of Use without consent or notice. This Terms of Use constitutes the complete and exclusive agreement between Indi and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.