BR CRYSTALS Affiliate Program - Terms and Conditions
DEFINITIONS
1.1 “Affiliate(s)” means any individual or company that accepts the terms of the BRCrystals Affiliate Program.
1.2 “Account Balance” means the accrued and unpaid Commission Fees due and payable to Affiliates.
1.3 “Affiliate Media” means all advertising media, including, but not limited to, websites, apps and newsletters, sub-affiliates of affiliate networks, and their owned and intermediated media registered in the Program by the Affiliates and approved by BRCrystals.
1.4 “Affiliate Links” means the advertising materials made available by MVSHOP to Affiliates through the Program, including graphics, illustrations, text, files, URLs and HTML or JavaScript code.
1.5 “Confirmed Budget” means an estimated amount of marketing expenses agreed between BRCrystals and the Affiliates on a monthly basis through email communication or in some other manner, as agreed in writing by the Parties.
1.6 “Completed Purchase” means the completion of a sale and/or transaction of an approved product between a Buyer and a Seller on the Platform in accordance with the Terms of Service of BRCrystals, resulting directly from a Buyer accessing the Platform through Affiliate Links placed in the Affiliate Media, and such Buyer:
(a) is not a computer-generated user, such as a robot, spider, script or other automated, artificial or fraudulent method to appear as a real-life individual;
(b) does not use pre-filled fields;
(c) provide all information necessary for the Completed Purchase within the period of time allowed by BRCrystals, and;
(d) is not subsequently declared by BRCrystals as fraudulent, incomplete, disqualified or duplicate.
1.7 “Net Completed Purchase Value” refers to the monthly net total of Completed Purchases generated through Affiliate Links placed on the Affiliate Media, calculated as the total value of Completed Purchases in a calendar month, excluding any discounts, shipping fees, coupon fees and other deductions such as BRCrystals Coins.
1.8 “Platform” refers to any platform operated by BRCrystals, which includes the mobile apps available on the Apple Store, on Google Play and on the BRCrystals websites.
1.9 “Product” refers to any item listed or service offered on the Platform by Sellers for sale to Buyers.
1.10 “BRCrystals Affiliate Program,” also referred to herein as the “Program” or “Agreement,” is a document that establishes the terms and conditions to be observed by Affiliates who accept them electronically, pursuant to item 2.2 of this Program.
1.11 “Prohibited Content” means any content relating to:
a) Promotes or is related to illegal activities (illegal drugs, phishing, terrorism, criminal activities, contests, pyramid schemes or email chains).
b) Promotes or is related to tobacco, gambling or weapons.
c) Contains or refers to obscene or pornographic material.
d) Depicts manifestly graphic or explicit violence.
e) Is defamatory, inappropriate or profane.
f) Is discriminatory or constitutes “hate speech,” whether directed at an individual or a group, and whether based on the race, sex, creed, ethnicity, religious affiliation, sexual orientation or language of such individual or group.
g) Promotes or contains viruses, worms, infected files, malware, cracks or other materials intended to damage or render inoperable software, hardware or security measures.
1.12 “Term” has the meaning set forth in Section 7.1.
1.13 “Terms of Service” means the Terms of Service governing the Platform, including additional guidelines required or updated by BRCrystals from time to time.
1.14 “Territory” means the territory in which the BRCrystals entity engaging the Affiliate is domiciled.
1.15 “User” means any valid user registered on the Platform, including both buyers (“Buyers”) and sellers (“Sellers”) on the Platform.
2. PARTICIPATION REQUIREMENTS
2.1 Registration Information. Affiliates are fully responsible for providing and keeping up to date on the Platform all information requested by BRCrystals and must ensure that such information is true, accurate, current and complete, for the purpose of registering in the Program and throughout the term of the Agreement. Any false or inaccurate information provided to BRCrystals may cause problems with the Affiliate's payment and will be considered grounds for termination of this Agreement. BRCrystals may accept or reject the Affiliate's application at its sole discretion and for any reason. Affiliates hereby confirm and agree that the information provided to BRCrystals will be handled in accordance with the BRCrystals Privacy Policy.
2.2 Limited License. If the Affiliate is accepted into the Program, BRCrystals grants it, for the duration of this Agreement, a non-exclusive, non-transferable and revocable right to display the Affiliate Links on its Affiliate Media on its own account, for the sole purpose of the Affiliate's participation in the Program. The Affiliate shall not, without the prior written consent of BRCrystals, alter, modify or create derivative works of the Affiliate Links or of any intellectual property of BRCrystals. Except as expressly provided in this Agreement, nothing herein is intended to grant the Affiliate any rights to use any intellectual property of BRCrystals.
2.3 Eligibility. The Affiliate Media must be publicly available through the information provided in the Affiliate's application to join the Program. The Affiliate shall not be eligible to participate, and BRCrystals may terminate the Affiliate's participation in the Program at its sole discretion, if its Affiliate Media contains any Prohibited Content or other content that BRCrystals deems inappropriate.
(a) Affiliate Media may include social media and websites (including, but not limited to, website/blog domain, Facebook, Pinterest and Twitter) upon approval by BRCrystals (“Approved Social Media”). Approved Social Media must (i) not contain trademarks, names or logos of BRCrystals, nor display misleading content, and (ii) if displayed through Facebook, be displayed only through a "fan page" and not through a "personal page", in accordance with Facebook's user policies.
(b) (effective as of January 01, 2025) Affiliates who are employees or interns of BRCrystals or any of its affiliates and/or subsidiaries ("Restricted Persons") will not be eligible to receive any Commission Fee under this Program.
2.4. Legal Age. The Affiliate represents and warrants that it is at least 18 years of age on the date of registration in the Program, agreeing to provide documents proving age or emancipation, as requested by BRCrystals, in order to verify eligibility.
2.4.1. Alternatively, the Affiliate may participate in the Program if under 18 years of age, provided that they have been legally emancipated in accordance with the laws in force in their jurisdiction.
3. COMMISSION RATE AND PAYMENT TERMS
3.1 The fees payable by BRCrystals to the Affiliate in a given month (the "Commission Fee") will be calculated according to the amounts indicated on the Platform website or as separately agreed between the Affiliate and BRCrystals formally (such rate, the "Commission Amount").
3.2 Calculation of the Commission Fee. The Commission Fee for a given month will be calculated to be (a) the Confirmed Budget; or (b) the Net Completed Purchase Value multiplied by the Commission Amount, whichever is lower. All Commission Fees paid to and received by Affiliates include all applicable taxes.
3.3 Minimum Payment.
(a) Commission Fees payable to the Affiliate shall be added monthly to the Affiliate Account Balance.
(b) BRCrystals shall pay the Affiliate the Account Balance monthly, provided that the Account Balance on the payment date meets a minimum amount equivalent in local currency so that the transaction costs are viable. The "Minimum Payment" amount is set by BRCrystals periodically, and Affiliates are informed of the current amount through the official communication channels of BRCrystals. In addition, the updated Minimum Payment amount will be communicated and made available in the Affiliate's query system whenever necessary.
(c) If the Affiliate's Account Balance is below the Minimum Payment in a given payment period, BRCrystals reserves the right to withhold such amounts owed to the Affiliate until the payment period in which the Affiliate's Account Balance has reached the Minimum Payment amount.
(d) BRCrystals may reduce any Commission Fees added to the
Affiliate Account Balance if BRCrystals determines, at its sole discretion, that the Affiliate is a Restricted Person.
3.4 Payment. In accordance with Section 3.3, BRCrystals shall validate and approve the payable Commission Fees and shall pay the Affiliate within sixty (60) days after system approval. The Commission Fees determined by BRCrystals will be considered final.
3.4.1. If the Affiliate is a legal entity, payment will require the issuance of the corresponding Service Invoice (Nota Fiscal de Serviços), containing the correct tax data/information accepted by the tax authorities.
3.4.2. Failure by the Affiliate to submit the Invoice (Nota Fiscal), or its incorrect issuance, will make it impossible for BRCrystals to make the payment, which will only be regularized upon the correct issuance of said Invoice.
3.5 Taxes. Each party will pay all taxes it owes under this Agreement. If applicable law requires BRCrystals to withhold any taxes from amounts owed to the Affiliate, BRCrystals will withhold the required amount and provide the Affiliate with a receipt or other documents evidencing payment of the withheld tax. If the Affiliate is domiciled outside the Territory of São Paulo, the parties agree that the services rendered by the Affiliate are performed entirely outside the Territory. Any liability eventually imposed on BRCrystals as a result of the failure to withhold taxes due to incorrect registration information provided by the affiliate on the Platform will be passed on in full to the Affiliate, with the Parties agreeing that any costs and/or fines incurred by MVSHOP will be deducted from the amounts payable by it to the affiliate, without prejudice to BRCrystals's recourse to other rights or remedies available under applicable laws.
3.6 Chargebacks. BRCrystals shall not make commission payments and reserves the right to (at its sole and absolute discretion) offset or reverse amounts on transactions that were not previously paid (including requiring the Affiliate to transfer to BRCrystals any amounts that were previously paid. These transactions include, but are not limited to:
(a) transactions that do not meet the requirements to be a Completed Purchase;
(b) fraudulent transactions identified manually or through the fraudulent order verification process by BRCrystals;
(c) transactions carried out through a scheme and/or irregular arrangements in which the Affiliate is connected to the Seller and/or Buyer or the Affiliate has purchased Products through Affiliate Links; (d) canceled, incomplete, returned or refunded transactions;
(e) transactions carried out with the intention of reselling the purchased Products;
(f) transactions carried out through Affiliate Links placed in Affiliate Media that contains any Prohibited Content; and
(g) Transactions involving any Restricted Persons.
3.7 The individual Affiliate will receive the Commission Fee through their bank account, in accordance with the Terms and Conditions governing said service published on the Platform website. The legal entity Affiliate will receive the Commission Fee by bank transfer according to the bank details provided by the Affiliate.
3.8 The Affiliate is solely responsible for the registration information provided, and the bank details provided must be for a Checking Account linked to the Affiliate's CNPJ; Salary and Savings Accounts, joint accounts or third-party accounts are not accepted.
3.9 The legal entity affiliate must issue an invoice for the gross amount of the Commission Fee to be received. If the invoice is filled out incorrectly, MVSHOP will request the necessary corrections by email.
3.10 BRCrystals will pay the Commission Fee only to Affiliates who have all their registration data updated and approved, including properly completed payment information. In this regard, the Affiliate confirms its awareness that collection of the payment is conditional upon verification and confirmation of the registration information provided.
3.11 During the Program Term, the attribution period for impressions will be 7 (seven) days and the last click will be considered decisive for the attribution of the Commission Fee, that is, the Commission Fee will be attributed to the Affiliate whose link was the last one used by the User before making the purchase within the 7 (seven) day period.
4. AFFILIATE RESPONSIBILITIES
4.1 Business Conduct. The Affiliate may not and is not authorized to contractually bind BRCrystals or make any representations on behalf of BRCrystals. The Affiliate may not engage in any unconscionable, false, unlawful, misleading or fraudulent conduct. The Affiliate will not advertise substances, services, products or materials that violate the law and/or the Policies and Guidelines of BRCrystals. The Affiliate will have full discretion and authority to make any request for the removal of any content, material or media placed or displayed by it in the performance of this Agreement, and the Affiliate must act immediately upon the request of BRCrystals.
4.2 Compliance with Legislation and BRCrystals Terms of Service. The Affiliate will ensure that the Affiliate Media and the placement of Affiliate Links comply with all applicable laws in the jurisdictions in which it is located or provides services, the Terms of Service, Prohibited and Restricted Products Policy, other policies and rules of BRCrystals and other criteria or specifications presented by BRCrystals (including specifications, technical specifications, privacy requirements, user experience requirements and requirements relating to the public image of BRCrystals).
4.3 Prohibited Actions. Under penalty of termination of these Terms and Conditions by BRCrystals at its sole discretion and without the need for any prior notice, the Affiliate will not carry out and will not allow any third party to carry out the following actions:
(a) using advertising emails to promote BRCrystals without the written consent of BRCrystals;
(b) fraudulent use of search engine optimization services to generate or conceal revenue, queries, clicks or bookings that are fraudulent or invalid;
(c) directing or using any SEM keyword and other keyword-based advertising traffic using the brand BRCrystals or private brands to the Platform of BRCrystals (in other words, "BRCrystals" and other similar words that may be misleading as BRCrystals must be entered as negative keywords) without the prior written consent of BRCrystals;
(d) use any automated means or form of scraping, or other data extraction methods to access, query, collect or use the intellectual property of BRCrystals, including logo, key images, creative materials and other Confidential Information of the Platform, among others;
(e) place Affiliate Links on Affiliate Media containing Prohibited Content, or on torrent or streaming sites;
(f) advertise Affiliate Media through any of the social media channels of BRCrystals;
(g) (when the Affiliate is an affiliate network) re-brokering to another affiliate network as its sub-affiliate; or
(h) incorporate any lottery or gambling into the Affiliate Media.
(i) publicize and/or in any other way use or promote Affiliate links on paid media and/or third-party digital media platforms.
4.4 Cookies. The Affiliate shall ensure that it will only set cookies if the Affiliate Links are visible on the Affiliate Media and the user clicks voluntarily and deliberately. The use of layers, add-ons, iFrames, pop-ups, pop-unders, site-unders, ads that automatically redirect the user to the Platform without the user's involvement or action (for example, click, tap), cookie dropping, post-view technology, and misleading ads that result in deceptive clicks shall not be allowed and are prohibited. Ads that result in forced installations (or that include initiating downloads/redirects without the user's permission) of the BRCrystals app are prohibited.
5. SHOPEE'S RESPONSIBILITIES AND RIGHTS
5.1 Platform. BRCrystals is responsible for operating and maintaining the Platform, subject to the limitations and disclaimers set forth in the Terms of Service. No change related to the features or functionality of the Platform will affect the validity and enforceability of this Agreement, nor will it give rise to any rights and/or claims whatsoever for Affiliates. By this agreement, the Affiliate grants BRCrystals and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display and select the Affiliate Media in any media format and through media channels, including, without restriction, to promote and redistribute part of its services (and its works) without the need for attribution to the Affiliate and the Participating Seller, and both waive any rights in this regard. The Affiliate declares that it understands that its contribution may be transmitted over various networks and means in order to comply with and adapt to technical requirements.
5.2 Right to Cancel, Reject, Withhold or Remove. BRCrystals reserves the right to review any affiliate media and any related documentation relating to the affiliate. If, at the sole discretion of BRCrystals: (a) any Affiliate or Affiliate Media violates the Platform's Terms of Service; (b) the Affiliate violates or promotes the violation of any applicable law; (c) the Affiliate breaches its obligations under this Agreement; (d) BRCrystals believes that any Affiliate Media may be subject to criminal, civil or administrative liability; or (e) any Affiliate Media constitutes or contains Prohibited Content, BRCrystals may take one or more of the following measures:
(a) request that the Affiliate Links and/or the Affiliate Media be removed or taken down immediately;
(b) require the Affiliate to remedy its breach, non-compliance or violation within a specified period of time;
(c) for each violation, impose a fine or Chargeback on the Affiliate as liquidated damages, provided that the fine or Chargeback shall not relieve the Affiliate of its liabilities if the losses of BRCrystals exceed such amount;
(d) withhold, preventively or definitively, the commission amounts owed to Affiliates in case of suspected fraud, unlawful actions or actions that violate the terms of this Program or the Terms of Service of BRCrystals, and may also withhold such amounts to repair damages and losses caused to BRCrystals and/or third parties in good faith if findings are discovered on the part of the Affiliate.
(e) terminate this Agreement without cause, without penalties or deliberations.
5.3 Changes to the Terms of this Program and Terms of Service. BRCrystals may, at its discretion, update, change or modify the terms of this Program and the Terms of Service. If BRCrystals updates, changes or modifies the terms and conditions of the Program or the Terms of Service of a Platform, BRCrystals will make specific efforts to notify the Affiliate of the updates, amendments or modifications, including by publishing the modified Program and Terms of Service on the Platform's website, by email or by instant message. The Affiliate will periodically check the Platform to keep up with these updates and notices. The modified Terms and Conditions and/or Terms of Service take effect upon publication. By continuing to use the Affiliate Links, the Affiliate agrees to be bound by this Program and the updated, amended or modified Terms of Service. If the Affiliate does not agree to abide by the terms of the Program or the updated, amended or modified Terms of Service, it must formally request termination of the Program and this Agreement in accordance with Section 7.
6. CONFIDENTIAL INFORMATION
6.1 “Confidential Information” means all information of a confidential nature, including, but not limited to: (a) any proprietary information of a party to this Agreement disclosed by one party to the other that is in written, graphic, machine-readable or other tangible form and that is marked as "Confidential" or "Proprietary" or in some other manner to indicate its confidential nature; (b) the materials of BRCrystals and all other non-public technical or marketing information, even if not marked as such; and (c) all information collected or prepared by BRCrystals regarding its Users. Confidential Information also includes oral disclosures if such information is reasonably understood to be intended as such from the context of disclosure.
6.2 Exceptions. Confidential Information does not include any information that: (a) was publicly known and made available before the time of disclosure by the disclosing party; (b) becomes publicly known and generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the lawful possession of the receiving party at the time of disclosure; (d) is obtained by the receiving party from a third party without breach of that third party's confidentiality obligations; (e) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (f) is disclosed by the receiving party in accordance with the prior written approval of the disclosing party.
6.3 Non-Use and Non-Disclosure. Each party shall: (a) treat as confidential all Confidential Information of the other party; (b) not disclose such Confidential Information to third parties, except on a "need to know" basis to third parties who have signed a non-disclosure agreement containing provisions at least as protective as the terms of this Section, and such party has the written consent of the party that provided the Confidential Information; and (c) not use such Confidential Information except in connection with the performance of its obligations or the exercise of its rights under this Agreement. Each party is authorized to disclose the Confidential Information of the other party if required by law, provided that the other party is promptly notified in writing of such requirement prior to disclosure and assisted in obtaining an order protecting such information from public disclosure.
7. TERM AND TERMINATION
7.1 Term. This Agreement takes effect on the date on which BRCrystals approves the Affiliate's application to join the Affiliate Program and remains in effect until termination, in accordance with Section 7.2 or 7.3 (the "Term").
7.2 Termination by BRCrystals. BRCrystals may unilaterally terminate this Agreement at its sole discretion and for any reason it deems appropriate with seven (7) days' prior notice and by deactivating the Affiliate Links. BRCrystals may terminate this Agreement immediately and without any prior notice if the Affiliate, at its sole discretion, breaches its obligations under this Agreement, without this giving rise to any right or claim for the Affiliate.
7.3 Termination for Cause. This Agreement will be terminated immediately upon:
(a) the dissolution of either party or the cessation of business, or the institution by or against either party of insolvency, judicial reorganization or bankruptcy proceedings or any other proceeding for the settlement of either party's debts; or
(b) the occurrence of a Force Majeure event (as defined in Section 15.4) lasting more than 30 days.
7.4 Effect of Termination. Upon termination of this Agreement for any reason, the Affiliate shall immediately cease all use of the Affiliate Links of BRCrystals and shall cease to represent itself as an Affiliate of BRCrystals.
7.5 Termination due to breach by the Affiliate. If this Agreement is terminated due to the Affiliate's breach of its obligations under Sections 5.2 and 7.3, all amounts payable to it by BRCrystals may be forfeited as liquidated damages without prejudice to BRCrystals's recourse to other rights or remedies available under applicable laws.
7.6 Survival. The following provisions will survive the termination or expiration of this Agreement: Sections 1, 3, 6, 7, 9, 10, 11 and any other provisions that, by their nature, are intended to survive. All obligations accrued prior to termination or expiration will survive the termination or expiration of this Agreement.
7.7. The Affiliate may, at any time and at its sole discretion, close its Affiliate Account and withdraw from the application of these Terms and Conditions. To close its Registration, Affiliate Account and Payment Account, the Affiliate must cancel its BRCrystals account. Account cancellation is permanent and irreversible.
7.8. Before closing the Affiliate Account, the Affiliate must wait to receive payment of any pending Commission Fees.
8. REPRESENTATIONS AND WARRANTIES
8.1 Mutual Representations and Warranties. Each party represents and warrants that:
(a) are duly organized, validly existing and in good standing in the jurisdiction in which they were formed;
(b) its execution and delivery of this Agreement has been duly and validly authorized;
(c) this Agreement constitutes a valid, binding and detailed obligation regarding its performance; and
(d) will comply with all applicable laws in performing this Agreement.
8.2 Representations and Warranties by the Affiliate. The Affiliate represents and warrants that:
(a) the execution, delivery and performance of this Agreement shall not constitute a default under, nor conflict with the terms of, any agreement, instrument, judgment, decree or any governmental order, statute, rule or regulation applicable to the Affiliate;
(b) all information provided by the Affiliate to BRCrystals is complete, true, accurate and current, and the Affiliate is responsible for any consequences arising from the failure to provide, or the inaccurate provision of, such information, especially with regard to the payment and collection of taxes, and that it has the right to conduct its business, including offering its products or services;
(c) No affiliate media contains (i) any information that violates or encourages the violation of any applicable law; (ii) fraudulent or misleading information or incentives; (iii) viruses, malware, spyware, Trojans, phishing or any other malicious code that may breach or steal any security measure of the Platform; (iv) false marketing information or promotions, counterfeit products or illegal business (including apps or software containing hidden charges); (v) any material that infringes any rights of any third party; or (vi) material that may be harmful, abusive, pornographic or obscene, threatening or defamatory.
9. INDEMNIFICATION
9.1 Indemnification by the Affiliate. The Affiliate will indemnify, defend and hold harmless BRCrystals and its affiliates and their directors, officers and employees from and against all claims, actions, losses, damages, liabilities, costs and expenses, including attorneys' fees and other legal expenses arising directly or indirectly from or in connection with: (a) any breach of this Agreement by the Affiliate; (b) any failure by the Affiliate to perform its obligations under this Agreement in compliance with all applicable laws; (c) any violation of any third-party rights related to the Affiliate Media; or (d) fraud, negligence or willful misconduct of the Affiliate.
9.2 Procedure. BRCrystals will promptly notify the Affiliate of any claim that is subject to Section 9.1, and will allow it to assume and control the defense of such claim. However, BRCrystals will have the right to employ separate counsel and participate in the defense of the claims at the Affiliate's sole expense. The Affiliate will have sole authority to defend, compromise, settle or otherwise dispose of a claim, but it will not agree to any disposition or settlement of a claim that admits liability or imposes performance or payment duties on BRCrystals without its prior written consent. If the parties agree to settle a claim, the Affiliate will not disclose the settlement without first obtaining the written permission of BRCrystals.
10. LIMITATION OF LIABILITY
10.1 Disclaimer of Warranties. All BRCrystals materials and affiliate links are provided "as is". The affiliate acknowledges and agrees that BRCrystals will have no liability arising from a failure of any technology or security procedure. BRCrystals does not warrant that its materials or the affiliate links provided will be available, accessible, uninterrupted, secure, accurate, complete or error-free. That defects, if any, will be corrected, or that the server that makes them available is free of viruses, clocks, timers, counters, worms, software locks, drop-dead devices, Trojan horses, routings, trap doors, time bombs or any other contaminating codes, instructions, programs or components.
10.2 Disclaimer of liability for damages and lost profits. BRCrystals shall not be liable, under any circumstances, for incidental, special, punitive or exemplary damages arising out of or related to the transaction contemplated in this agreement, including lost profits or loss of business.
10.3 Limitation of legal liability. Under no circumstances shall the total legal liability of BRCrystals of any kind arising out of or related to this agreement (including warranty expenses), regardless of the forum and whether any action or claim is based on contract, tort or otherwise, exceed the total amount paid or payable by BRCrystals to the affiliate under this agreement during the 6-month period preceding such claim.
10.4 Independent allocations of risk. Each provision of this agreement that provides for a limitation of legal liability or exclusion of damages is intended to allocate the risks of this agreement between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of this agreement, and each of these provisions shall apply even if these provisions fail of their essential purpose.
11. EXTRA COMMISSION PROGRAM
The Extra Commission Program (Participating Seller Promotion Marketing Program) allows a specific brand or store to launch a campaign to pay you an additional commission for promoting its products. If someone buys from the brand or store through your link and receives the product, you earn an extra commission on that sale, in addition to the Buyer commission you have already earned.
Check out the Specific Terms and Conditions for the Participating Seller Promotion Marketing Program on the Site.
12. REFER AND EARN PROGRAM
12. 1. Program Description: The Refer and Earn Program is a referral program of the Affiliate program of BRCrystals, valid for all individual and corporate affiliates (except banking or loyalty program partners). Affiliates may refer people to sign up for the program and, if the referral is valid as described below, both the referrer and the referred person receive an amount of R$20.00 (twenty reais) per referral.
12. 2. Valid Referral: A referral will be considered valid when the referred person signs up for the Affiliate Program of BRCrystals, complies with all obligations of the Program and generates at least one Completed Purchase (article 1.6.) through their Affiliate link within a period of 30 (thirty) days from the date of enrollment in the program and in accordance with the conditions of these Terms and Conditions.
12.3. Payment: Once the referral has been confirmed as valid, payment will be made in the following month, in accordance with the payment rules set out in the Affiliate Program. The referral amount will be added to the Affiliate's commission amount for the current month.
12. 4. Payment Methods:
● For Individuals (PF), payment will be made through Shopee Pay.
● For Legal Entities (PJ), payment will be made by bank transfer.
13. COUPON RECEIPT AND SHARING
13.1 The personalized coupons provided to Affiliates are exclusively for the Affiliate to share with their followers or for use by the Affiliate in their own transactions.
13.1.1 The disclosure or sharing of third-party affiliates' personalized coupons by the Affiliate will be considered a violation of these Terms of Service for all Affiliates involved in the improper disclosure or sharing.
13.2 Affiliates are responsible for informing their followers of the conditions of
use of coupons, in accordance with the usage rules published on the Platform's website.
13.3 The Affiliate may include their links in boosted or promoted posts on their social network.
13.4 The coupon usage rules for the corresponding coupon, as published on the Platform's website, apply to coupons.
14 . MISCELLANEOUS
14.1 Subcontractors. BRCrystals may exercise its rights under this Agreement through its affiliates and subcontractors. BRCrystals shall be responsible for the compliance of such affiliates and subcontractors with the terms of this Agreement.
14.2 Independent Contractor. This Agreement shall not be construed as creating a partnership, joint venture or agency relationship, or as granting a franchise. The parties are independent contractors in the performance of this Agreement. Neither party is authorized to bind the other party to any legal liability, obligation or representation without having authority to do so. The Affiliate therefore agrees and acknowledges that it is entering into this Agreement as an independent contractor and that this Program does not create any sales representative relationship or employment relationship between the Affiliate and Shopee. The Affiliate has no authority to accept or make any representations or offers on behalf of Shopee. The Affiliate may not make statements on its website or otherwise that contradict anything in this section.
14.3 Press Release. Except as expressly provided in this Agreement or as required by the laws of any jurisdiction, neither party shall make any public announcement or press release regarding the cooperation contemplated in this Agreement without the prior consent of the other party. Any party required by law to make a public announcement concerning any matter related to the cooperation contemplated by this Agreement shall request and consider in good faith the opinion of the other party on the content of such public announcement.
14.4 Force Majeure. Neither party shall be liable to the other for any failure or delay in performing an obligation (other than financial obligations) under this Agreement if such failure or delay is attributable to circumstances beyond its control, including any fire, power failure, labor dispute, war, civil unrest or governmental action (including any new law or regulation) or inaction ("Force Majeure"). The time for performance of the obligations in question shall be extended for a period equal to the duration of the Force Majeure event.
14.5 Governing Law and Dispute Resolution. This Program is governed by and construed under the laws of Brazil and in accordance with the provisions of the MVSHOP Terms of Service, especially with regard to the resolution of disputes and conflicts.
14.6 Notices. All notices under the terms of this Agreement shall be deemed given on the day they are received, whether by overnight courier, email, prepaid certified mail or registered delivery, or fax, and addressed to BRCrystals or the Affiliates at their respective addresses.
14.7 Assignment. The Affiliate may not, voluntarily, involuntarily or by operation of law, assign any of its rights or delegate any of its obligations under this Agreement (in whole or in part), including by direct or indirect change of control, specifically (whether or not the Affiliate is the surviving entity), or by operation of law, without the written consent of BRCrystals, which BRCrystals may withhold in its sole and absolute discretion. Any direct or indirect change of control of ownership, management or control of the Affiliate, whether or not the Affiliate survives as an entity, shall be deemed an assignment and delegation of this Agreement requiring the prior written consent of BRCrystals. An assignment by the Affiliate shall not relieve it of its obligations under this Agreement unless BRCrystals expressly states otherwise in its written consent. BRCrystals shall not release the Affiliate from its liability under this Agreement unless it expressly states otherwise in its written consent. BRCrystals may, voluntarily, involuntarily or by operation of law, assign any of its rights or delegate any of its obligations under this Agreement (in whole or in part) without the Affiliate's consent. Any purported assignment or delegation in violation of this Section 14.7 shall be null and void. Subject to this Section 14.7, this Agreement shall be binding upon and inure to the benefit of the respective permitted successors and authorized assigns of each party.
14.8 Waiver. Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be made in writing, in accordance with Section 14.6, to be effective. The failure, neglect or delay of a party in enforcing the provisions of this Agreement or its rights or remedies at any time shall not be construed as a waiver of the party's rights under this Agreement and shall in no way affect the validity of the whole or any part of this Agreement, nor prejudice the party's right to take subsequent action. The exercise or enforcement by either party of any right or remedy under this Agreement shall not preclude the enforcement by that party of any other right or remedy under this Agreement or that the party is entitled by law to enforce.
14.9 Severability. If any term, condition or provision of this Agreement is held to be invalid, illegal or unenforceable to any extent, the parties shall endeavor in good faith to agree on amendments that preserve, as far as possible, the intentions expressed in this Agreement. If the parties do not reach agreement on an amendment, the invalid term, condition or provision shall be severed from the remaining terms, conditions and provisions of this Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by law, and the court shall preserve, as far as possible, the original intent of the parties with respect to the severed term, condition or provision.
14.10 Cumulative Remedies. No single or partial exercise of any right or remedy shall preclude any other or further exercise of any right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided by law or in equity.
14.11 Program Confidentiality. The Affiliate shall not disclose to third parties, without the prior written consent of BRCrystals, any specific negotiations or agreements relating to this Program existing between the Parties, except as required by applicable law.
14.12 Acceptance. This Agreement shall be entered into electronically, based on the Affiliate's acceptance of the Program terms and continued use thereof, especially in the event of changes to its conditions.
14.13 Headings. Headings are used in this Program for reference only and will not be considered for the business or legal interpretation of the terms of the Program.
14.14 Integration. The terms and conditions of this specific Program constitute the entire agreement and understanding of the parties with respect to the Affiliate Program of BRCrystals and the matters relevant to it, complementing all prior communications, representations, understandings and agreements, whether oral or written, between the parties with respect to that subject matter. No term, provision or condition of any purchase order, acknowledgment or other business form that either party may use in connection with the transactions contemplated by this Program shall have any effect on the rights, duties or obligations of the parties, or otherwise modify the terms of this Program, regardless of any failure of a receiving party to object to such provisions, terms or conditions of this Program.
14.15 Personal Data. By accepting the Terms of Service, you give full consent to the processing of your personal data as described in the Privacy Policy linked to these Terms of Service and published on the Platform's website, as this will be necessary for your participation in the Program.
EMAIL: contact@brcrystals.com
Last updated: April 30, 2025