BR CRYSTALS Affiliate Program - Terms and Conditions
DEFINITIONS
1.1 “Affiliate(s)” refers to any individual or company that accepts the terms of the BRCrystals Affiliate Program.
1.2 “Account Balance” refers to accrued Commission Taxes and unpaid amounts due and payable to Affiliates.
1.3 “Affiliate Media” refers to all advertising media, including, but not limited to, websites, applications, and newsletters, sub-affiliates of affiliate networks, their proprietary and brokered media registered in the Program by Affiliates and approved by BRCrystals.
1.4 “Affiliate Links” refers to the advertising materials made available by MVSHOP to Affiliates through the Program, including graphics, illustrations, texts, files, URLs, and HTML or Javascript codes.
1.5 “Confirmed Budget” refers to an estimated amount of marketing expenses that is agreed upon between BRCrystals and Affiliates on a monthly basis via email communication or otherwise, as agreed in writing by the Parties.
1.6 “Completed Purchase” refers to the completion of a sale and/or transaction of an approved product between a Buyer and a Seller on the Platform in accordance with BRCrystals' Terms of Service, which directly result from a Buyer accessing the Platform through Affiliate Links placed on 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) provides all necessary information for the Completed Purchase within the time allowed by BRCrystals, and;
(d) is not subsequently declared by BRCrystals as fraudulent, incomplete, disqualified, or duplicated.
1.7 “Net Completed Purchase Value” refers to the monthly net total of Completed Purchases generated through Affiliate Links placed on Affiliate Media, calculated as the total value of Completed Purchases in a calendar month, excluding any discounts, shipping fees, coupon fees, and other abatements such as BRCrystals Coins.
1.8 “Platform” refers to any platform operated by BRCrystals, which includes mobile applications available on the Apple Store, Google Play, and BRCrystals websites.
1.9 “Product” refers to any item advertised or service offered on the Platform by Sellers for sale to Buyers.
1.10 “BRCrystals Affiliate Program,” also referred to as “Program” or “Agreement,” is a document that establishes the terms and conditions to be received by Affiliates who accept them electronically, in accordance with item 2.2 of this Program.
1.11 “Prohibited Content” refers to any content related to:
a) Promoting or being related to illegal activities (illegal drugs, phishing, terrorism, criminal activities, contests, pyramid schemes, or chain emails).
b) Promoting or being related to tobacco, gambling, or weapons.
c) Containing obscene or pornographic material.
d) Containing overtly graphic or explicit violence.
e) Being defamatory, inappropriate, or profane.
f) Being discriminatory or constituting “hate speech,” whether directed at an individual or a group, and based on race, sex, creed, ethnicity, religious affiliation, sexual orientation, or language of such individual or group.
g) Promoting or containing viruses, worms, infected files, malware, cracks, or other materials with the intent to damage or render inoperable software, hardware, or security measures.
1.12 “Term” has its meaning set forth in Section 7.1.
1.13 “Terms of Service” refers to the Terms of Service governing the Platform, including additional guidelines required or updated by BRCrystals from time to time.
1.14 “Territory” refers to the territory in which the BRCrystals entity engaging the Affiliate is domiciled.
1.15 “User” refers to any valid user registered on the Platform, which includes both buyers (“Buyers”) and sellers (“Sellers”) on the Platform.
2. PARTICIPATION REQUIREMENTS
2.1 Registration Information. Affiliates are solely responsible for providing and keeping updated on the Platform all information requested by BRCrystals and must ensure that such information is true, accurate, current, and complete, for the purpose of registration in the Program and throughout the term of the Agreement. Any false or inaccurate information provided to BRCrystals may result in payment issues for the Affiliate 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 treated in accordance with BRCrystals' Privacy Policy.
2.2 Limited License. If the Affiliate is accepted into the Program, BRCrystals grants them, for the duration of this Agreement, a non-exclusive, non-transferable, and revocable right to display Affiliate Links on their Affiliate Media on their own behalf, for the sole purpose of the Affiliate's participation in the Program. The Affiliate shall not, without BRCrystals' prior written consent, alter, modify, or create derivative works from the Affiliate Links or any of BRCrystals' intellectual property. Except as expressly provided in this Agreement, nothing herein is intended to grant the Affiliate any rights to use any of BRCrystals' intellectual property.
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 BRCrystals brands, names, or logos, nor display misleading content, and (ii) if displayed via Facebook, be displayed only through a "fan page" and not through a "personal page," in accordance with Facebook's user policies.
(b) (effective January 1, 2025) Affiliates who are employees or interns of BRCrystals or any of its affiliates and/or subsidiaries ("Restricted Persons") shall not be eligible to receive any Commission Fees under this Program.
2.4. Age of Majority. The Affiliate represents and warrants that they are at least 18 years of age on the date of enrollment in the Program, agreeing to provide proof of age or emancipation, as requested by BRCrystals, in order to verify eligibility.
2.4.1. Alternatively, the Affiliate may participate in the Program if they are under 18 years of age, provided they have been legally emancipated in accordance with the laws in force in their jurisdiction.
3. COMMISSION RATE AND PAYMENT CONDITIONS
3.1 The fees payable by BRCrystals to the Affiliate in a given month (the "Commission Fee") will be calculated in accordance with the amounts indicated on the Platform's website or as separately agreed between the Affiliate and BRCrystals formally (such fee, the "Commission Value").
3.2 Calculation of Commission Fee. The Commission Fee for a given month will be calculated as (a) the Confirmed Budget; or (b) the Net Completed Purchase Value multiplied by the Commission Value, whichever is lower. All Commission Fees paid 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's Account Balance.
(b) BRCrystals shall pay the Affiliate the Account Balance monthly, provided that the Account Balance on the payment date meets a minimum equivalent local currency amount to make transactional costs viable. The "Minimum Payment" amount is established by BRCrystals periodically, with Affiliates being informed of the current amount through BRCrystals' official communication channels. In addition, the updated Minimum Payment amount will be informed and made available in the Affiliate's query system whenever necessary.
(c) If the Affiliate Account Balance is below the Minimum Payment in a given payment period, BRCrystals reserves the right to withhold these amounts due to the Affiliate until the payment period in which the Affiliate Account Balance has reached the Minimum Payment amount.
(d) BRCrystals may reduce any Commission Fees added to the
Affiliate Account Balance if BRCrystals determines, in 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 shall be considered final.
3.4.1. If the Affiliate is a legal entity, the payment will require the issuance of the corresponding Services Invoice, containing the correct tax data/information accepted by the tax authorities.
3.4.2. Failure by the Affiliate to present the Invoice or its incorrect issuance will make it impossible for BRCrystals to make the payment, which will only be regularized upon correct issuance of the said Invoice.
3.5 Tributes. Each party shall pay all tributes owed under this Agreement. If applicable law requires BRCrystals to withhold any tributes from amounts due to the Affiliate, BRCrystals shall withhold the required amount and provide the Affiliate with a receipt or other documents proving payment of the withheld tax. If the Affiliate is domiciled outside the Territory of São Paulo, the parties agree that the services provided by the Affiliate are fully performed outside the Territory. Any liability or eventually imposed on BRCrystals due to the non-withholding of taxes due to the inaccuracy of the registration information provided by the affiliate on the Platform will be fully passed on to the Affiliate, 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 measures 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 initiate the amounts in transactions that have not been previously paid (including requiring the Affiliate to transfer to BRCrystals any amounts that have been 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 verification process of a fraudulent order by BRCrystals;
(c) transactions made through a scheme and/or irregular adjustments where 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 made with the intention of reselling the purchased Products;
(f) transactions made through Affiliate Links inserted in Affiliate Media that contain 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's website. The corporate 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, collected, that the bank details provided must be from a Current Account linked to the Affiliate's CNPJ, and Salary and Savings Accounts, jointly or third-party accounts, will not be accepted.
3.9 The corporate affiliate must issue an invoice referring to the gross amount of the Commission Fee to be received. In case of incorrect completion of the invoice, MVSHOP will request the necessary corrections by email.
3.10 BRCrystals will only pay the Commission Fee to Affiliates who have all updated and approved registration data, including properly filled payment information. In this sense, the Affiliate confirms their awareness that the collection of payment is conditioned on the verification and proof 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 determinant for the attribution of the Commission Fee, meaning 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 unconscious, false, unlawful, misleading or fraudulent conduct. The Affiliate will not advertise substances, services, products or materials that violate the law and/or BRCrystals Policies and Guidelines. The Affiliate will have full discretion and authority to make any request for removal of any content, material or media placed or displayed by it under its performance of this Agreement, and the Affiliate shall act immediately upon BRCrystals's request.
4.2 Compliance with Legislation and BRCrystals Terms of Service. The Affiliate shall ensure that the Affiliate Media and the insertion of Affiliate Links comply with all applicable laws in the jurisdictions where it is located or provides services, the Terms of Service, Prohibited and Restricted Products Policy, other BRCrystals policies and regulations, and other criteria or specifications presented by BRCrystals (including specifications, technical specifications, privacy requirements, user experience requirements and requirements relating to BRCrystals's public image).
4.3 Prohibited Actions. At the risk of termination of these Terms and Conditions by BRCrystals at its sole discretion and without the need for any prior notice, the Affiliate shall not and shall not allow any third party to perform the following actions:
(a) use advertising emails to promote BRCrystals without the written consent of BRCrystals;
(b) fraudulent use of search engine optimization services to generate or conceal fraudulent or invalid revenues, queries, clicks or bookings;
(c) direct or use any SEM keyword and other keyword-based advertising traffic using the BRCrystals brand or private labels for the BRCrystals Platform (in other words, "BRCrystals" and other similar words that may be misleading as BRCrystals must be typed 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) apply Affiliate Links on Affiliate Media containing Prohibited Content, or on torrent or streaming sites;
(f) advertise Affiliate Media through any of BRCrystals's social media channels;
(g) (when the Affiliate for an affiliate network) re-brokerage to another affiliate network as its sub-affiliate; or
(h) incorporate any lottery or gambling in the Affiliate Media.
(i) disclose and/or otherwise use or promote Affiliate links in 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 in the Affiliate Media and the user voluntarily and deliberately clicks. The use of layers, add-ons, iFrames, pop-up, pop-under, site-under, ads that automatically redirect the user to the Platform without user involvement or action (e.g., click, tap), cookie dropping, post-view technology, misleading ads that result in misleading clicks, shall not be permitted and are prohibited. Ads that result in forced installations (or that include starting downloads/redirects without user permission) of the BRCrystals application 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 changes related to the characteristics or functionalities of the Platform will affect the validity and applicability of this Agreement, nor will they generate rights and/or claims of any kind to the 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 complex works, 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 to understand that its contribution may be transmitted by various networks and habits to obey 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 related 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 violates 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 Affiliate Links and/or Affiliate Media be immediately removed or taken down;
(b) require the Affiliate to remedy its violation, non-compliance, or infringement within a specified period of time;
(c) for each violation, impose a fine or Chargeback on the Affiliate as liquidated damages, it being understood that such fine or Chargeback will not relieve the Affiliate of its liabilities if BRCrystals's losses exceed such amount;
(d) preventively or definitively withhold commission amounts due to Affiliates in case of suspicion of fraud, illicit actions, and violations of the terms of this Program or BRCrystals's Terms of Service, and may also withhold these amounts to repair damages and losses caused to BRCrystals and/or good-faith third parties if findings are discovered by the Affiliate.
(e) terminate this Agreement, without cause, without fines 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 Program and the modified Terms of Service on the Platform's website, by email, or by instant message. The Affiliate will periodically check the Platform to follow these updates and notices. The modified Terms and Conditions and/or Terms of Service become effective 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 be bound by the terms of the Program or the updated, amended, or modified Terms of Service, they must formally request the termination of this Agreement in accordance with Section 7.
6. CONFIDENTIAL INFORMATION
6.1 “Confidential Information” refers to 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 "Confidential" or "Proprietary" or otherwise to indicate its confidential nature; (b) BRCrystals materials and all other non-public technical or marketing information, even if not marked as proprietary; and (c) all information collected or elaborated by BRCrystals regarding its Users. Confidential Information also includes oral disclosures if such information is reasonably understood to be proprietary from the context of disclosure.
6.2 Exceptions. Confidential Information does not include any information that: (a) was publicly known and 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 disclosing party's written disclosure schedule.
6.3 Non-Use and Non-Disclosure. Each party shall: (a) treat all Confidential Information of the other party as proprietary; (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 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 another party's Confidential Information if required by law, provided that the other party is immediately notified in writing of such requirement before disclosure and assists in obtaining an order that protects such information from public disclosure.
7. TERM AND TERMINATION
7.1 Term. This Agreement becomes effective on the date BRCrystals approves the Affiliate's application to 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, violates its obligations under this Agreement, without this generating any right or claim to the Affiliate.
7.3 Termination for Cause. This Agreement will terminate immediately upon:
(a) the dissolution of either party or the cessation of business, or the institution by or against either party of insolvency, judicial recovery, or bankruptcy proceedings or any other proceedings for the liquidation of debts of either party; 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 BRCrystals's Affiliate Links and shall cease to represent itself as an Affiliate of BRCrystals.
7.5 Termination due to Affiliate's breach. If this Agreement is terminated due to the Affiliate's breach of its obligations in accordance with 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, terminate its Affiliate Account and disassociate itself from the application of these Terms and Conditions. To terminate its Registration, Affiliate Account, and Payment Account, the Affiliate must cancel its BRCrystals account. Account cancellation is permanent and irreversible.
7.8. Before terminating the Affiliate Account, the Affiliate must await receipt of pending Commission Fee payments.
8. REPRESENTATIONS AND WARRANTIES
8.1 Mutual Representations and Warranties. Each party represents and warrants that:
(a) they are duly organized, validly existing, and in good standing in the jurisdiction in which they were formed;
(b) their execution and delivery of this Agreement has been duly and validly authorized;
(c) this Agreement constitutes a valid, binding, and detailed obligation upon their execution; and
(d) they 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 will not constitute a default under, nor be in conflict with the terms of any agreement, instrument, judgment, decree, or any order, statute, rule, or regulation governmental applicable to the Affiliate;
(b) all information provided by the Affiliate to BRCrystals is complete, true, accurate, and current, and they are responsible for any developments resulting from the non-provision or indirect provision of such information, especially with regard to the payment and collection of taxes, and that they have the right to conduct their business, including the offering of their 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 could breach or steal any Platform security measure; (iv) false marketing information or promotions or counterfeit products or illegal businesses (including applications or software that contain hidden charges); (v) any material that violates any rights of any third parties; or (vi) material that may be harmful, abusive, pornographic or obscene, threatening, or defamatory.
9. INDEMNIFICATION
9.1 Indemnification by Affiliate. Affiliate shall indemnify, defend, and hold harmless BRCrystals and its affiliates and its and their directors, executives, 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 by Affiliate of this Agreement; (b) any failure by Affiliate to comply with its obligations under this Agreement in accordance with all applicable laws; (c) any infringement of any third-party rights related to Affiliate Media; or (d) Affiliate's fraud, negligence, or willful misconduct.
9.2 Procedure. BRCrystals shall promptly notify Affiliate of any claim subject to Section 9.1 and allow Affiliate to assume and control the defense thereof. However, BRCrystals shall have the right to employ separate counsel and participate in the defense of claims at Affiliate's sole expense. Affiliate shall have the sole authority to defend, compromise, settle, or otherwise dispose of a claim, but shall not agree to any disposition or settlement of a claim that admits liability or imposes performance or payment duties upon BRCrystals without its prior written consent. If the parties agree to resolve a claim, Affiliate shall not disclose the settlement without first obtaining BRCrystals’s written permission.
10. LIMITATION OF LIABILITY
10.1 Disclaimer of Warranties. All BRCrystals materials and affiliate links are provided "as is." Affiliate acknowledges and agrees that BRCrystals shall have no liability arising from a failure of any technology or security procedure. BRCrystals does not warrant that its materials or provided affiliate links will be available, accessible, uninterrupted, secure, accurate, complete, or error-free. That defects, if any, will be corrected, or that the server making the same available is free of viruses, clocks, timers, counters, worms, software locks, drop dead devices, Trojan horses, routings, trap doors, time bombs, or any other codes, instructions, programs or contracted components.
10.2 Disclaimer 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 Limit of Legal Liability. In no event shall BRCrystals's total legal liability of all kinds 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 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 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 separable and independent of all other provisions of this agreement, and each of these provisions will apply even if these provisions fail in their essential purpose.
11. EXTRA COMMISSION PROGRAM
The Extra Commission Program (Participating Seller Disclosure Marketing Program) allows a specific brand or store to launch a campaign to pay you an extra commission for promoting their products. If a person buys from the brand or store through your link and receives the product, you earn an extra commission on this sale, in addition to the Buyer commission you already earned.
Check the Specific Terms and Conditions for the Participating Seller Disclosure Marketing Program on the Website.
12. REFER & EARN PROGRAM
12. 1. Program Description: The Refer & Earn Program is a referral program of the BRCrystals Affiliate program, valid for all individual and legal entity affiliates (except banking or loyalty program partners). Affiliates can refer people to sign up for the program, and if the referral is valid as described below, both the referrer and the referee will receive 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 BRCrystals Affiliate Program, fulfills all program obligations, and generates at least one Completed Purchase (article 1.6.) through their Affiliate link within 30 (thirty) days from the enrollment date in the program and in accordance with the conditions of these Terms and Conditions.
12.3. Payment: Upon confirmation of a valid referral, payment will be made in the following month, according to the payment rules in the Affiliate Program. The referral amount will be added to the Affiliate's commission for the current month.
12. 4. Payment Methods:
● For Individuals (PF), payment will be made via Shopee Pay.
● For Legal Entities (PJ), payment will be made via bank transfer.
13. RECEIVING AND SHARING COUPONS
13.1 Nominal coupons provided to Affiliates are exclusively for sharing by the Affiliate with their followers or for use by the Affiliate in their own transactions.
13.1.1 The disclosure or sharing of third-party nominal affiliate coupons by the Affiliate will be considered a violation of these Terms of Service for all Affiliates participating in the undue disclosure or sharing.
13.2 Affiliates are responsible for informing their followers of the conditions of use of the coupons, as per the usage regulations 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 corresponding coupon usage regulation, as published on the Platform's website, applies to coupons.
14 . MISCELLANEOUS
14.1 Subcontractors. BRCrystals may exercise its rights under this Agreement through its affiliates and subcontractors. BRCrystals will be responsible for the compliance of these 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, agency relationship, or 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, or has any authority to do so. Affiliate agrees and regularly acknowledges, therefore, that it is entering into this Agreement as an independent contractor, and this Program does not create any sales representative or employment relationship between Affiliate and Shopee. Affiliate has no authority to accept or make any representations or offers on behalf of Shopee. 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 regarding any matter related to the cooperation contemplated by this Agreement shall solicit and consider in good faith the other party's opinion 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 fulfilling 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 dispute, or governmental action (including any new law or regulation) or inaction ("Force Majeure"). The time for fulfilling the obligations in question shall be extended for a period equal to the continuation 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 regarding dispute and conflict resolution.
14.6 Notices. All notices under the terms of this Agreement shall be deemed given on the day they were received or by overnight mail, email, certified prepaid postage or registered mail, or fax, and addressed to BRCrystals or Affiliates at their respective addresses.
14.7 Assignment. 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 Affiliate is or is not a surviving entity), or 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 ownership or management or control of Affiliate, whether Affiliate survives as an entity or not, shall be considered an assignment and delegation of this Agreement requiring the prior written consent of BRCrystals. An assignment by Affiliate shall not relieve its obligations under this Agreement unless BRCrystals expressly states otherwise in its written consent. BRCrystals shall not release 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 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 bind 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 in writing, in accordance with Section 14.6, to be effective. The failure, negligence, or delay by 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 not in any way affect the validity of all 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 party from enforcing any other right or remedy under this Agreement or which the party is entitled to enforce by law.
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 to such amendments that will preserve, to the maximum extent possible, the intentions expressed in this Agreement. If the parties fail to agree 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, to the maximum extent 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 rights or remedies provided by law or equity.
14.11 Program Confidentiality. Affiliate shall not disclose to third parties without BRCrystals's prior written consent any specific dealings or arrangements 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 the continuation of its use, especially in cases of changes to its conditions.
14.13 Headings. Headings are used in this Program for reference only and shall not be considered for business or legal interpretation of the Program terms.
14.14 Integration. The terms and conditions of this specific Program constitute the entire agreement and understanding of the parties with respect to the BRCrystals Affiliate Program and the relevant matters therein, supplementing all prior communications, representations, understandings, and agreements, both oral and written, between the parties with respect to such subject matter. No term, provision, or condition of any purchase order, acknowledgment, or other business forms that any 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, nor shall it otherwise modify the terms of this Program, regardless of any failure of a receiving party to object to the provisions, terms, or conditions of this Program.
14.15 Personal Data. By accepting the Terms of Service, you will 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.
Last updated: April 30, 2025