Affiliate Program Terms and Conditions
Affiliate Program Agreement
This Style and Rave Website Affiliate Agreement, herein after known as the "Agreement" is entered into at the time of successful signup with Style and Rave and between (the "Affiliate"), and together hereby make up, the "Parties".
WHEREAS, Style and Rave is engaged in selling of apparel merchandise, jewelry and misc. products;
WHEREAS, the Affiliate will provide links to third party websites on the Affiliate's website, blog, hosted site, their social media pages, channel, etc. (the "Affiliate Website") and;
WHEREAS, Style and Rave wishes to engage the Affiliate for the purpose of promoting its website www.styleandrave.com (the "Company Website") by placing a hyperlink, creative, banner, etc. on the Affiliate Website (the "Link") on the terms and conditions set forth below;
WHEREAS, the Affiliate wishes to post the Link on the Affiliate Website and agrees to do so under the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of everything listed above and the mutual promises and benefits contained herein, the Parties hereby agree as follows:
Style and Rave hereby engages the Affiliate, and the Affiliate hereby accepts such engagement, to perform the services described in this Agreement in connection with posting the Link of the Affiliate Website (the "Services").
In exchange for the Services, Style and Rave shall pay the Affiliate a Referral Fee, if any, shall be made according to the payment schedule set forth in Exhibit A hereto.
This Agreement is effective as of the Effective Date and shall continue in force, unless otherwise terminated in accordance with the provisions of Section 4 of this agreement, for a period of 6 months (the "Term"). The Affiliate will have the opportunity to renew automatically on a month to month basis thereafter unless either Party provides 30 days' written notice of its intent not to renew.
(a) Types of Termination. This Agreement may be terminated:
(i) By either Party on a Provision of 30 day's written notice to the other Party.
(ii) By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party's material breach is not cured within 30 days of receipt of written notice thereof.
(iii) By either Party at any time and without prior notice, if the other Party is convicted of any crime or offense, fails or refuses to comply with written policies or reasonable directives of the other Party, or is guilty of serious misconduct in connection with performance under this Agreement.
(iv) By Style and Rave, in accordance with the provisions set forth in Section 9:
(a) of this Agreement.
(b) Responsibilities after Termination. Following the termination of this Agreement for any reason, Style and Rave shall promptly pay the Affiliate any outstanding Referral Fees owed to the Affiliate for Services rendered before the effective date of termination (the "Termination Date"). The Affiliate acknowledges and agrees that no other compensation, of any nature or type, other than any outstanding Referral Fees, shall be payable here under following the termination of this Agreement. The Affiliate shall return to Style and Rave, at no cost, all materials and information Style and Rave has provided to the Affiliate in connection with this Agreement, no later than 30 days after the Termination Date.
(c) Pending Referral payments will be revoked if you use your code on any online coupon websites. The Affiliate CANNOT promote their code on any online coupon websites. The Affiliate is responsible for periodically checking to see if their code has been used on coupon sites. If you find it in an area where it should not be, the Affiliate needs to contact the site directly and request that they remove the code. The Affiliate is responsible for their code. If it goes against Style and Rave's policy, the Affiliate's account will be revoked indefinitely and the Affiliate can no longer use their coupon codes and receive commissions. The Affiliate will also be banned from further participation in the Affiliate Program.
(a) Of the Affiliate. The Affiliate agrees to do each of the following:
(i) Post the Link of the Affiliate Website as detailed in this Agreement and Exhibit A to this Agreement.
(ii) Perform the Services in a workmanlike manner and with professional diligence and skill, using fully trained, skilled, competent, and experienced personnel.
(iii) Display the Link in a manner of the Affiliate Website that does not reflect adversely on Style and Rave or mislead visitors.
(iiii) Offer their custom discount code to friends, family and fans, but never utilize it for their own orders.
(b) Of Style and Rave. The company agrees to do each of the following:
(i) Provide all assistance and cooperation to the Affiliate in order to enable the Affiliate to post the Link on the Affiliate Website.
(ii) Provide initial information and deliver materials comprising the Link within 30 days of the Effective Date.
(ii) Ensure the Link is of acceptable quality, content, and format, as further detailed in Section 9 to this Agreement and in Exhibit B attached hereto and made a part hereof.
(iv) Maintain accurate records of the data used to determine the Referral Fee.
(v) Use commercially reasonable efforts to maintain Style and Rave's Website and minimize any downtime or errors that affect the operability of the Link.
6. CONFIDENTIAL INFORMATION
The Affiliate agrees, during the Term and [for a period of 2 years thereafter, to hold in strictest confidence and not to use, except for the benefit of Style and Rave or as required by law, or to disclose to any person, firm, or corporation without the prior written authorization of Style and Rave, any Confidential Information of Style and Rave. "Confidential Information" means any of Style and Rave's proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, designs, drawings, marketing, finances, or other business information disclosed to the Affiliate by Style and Rave either directly or indirectly. The Affiliate may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with Style and Rave's personnel or authorized representatives or for any other purpose Style and Rave may hereafter authorize in writing. At the request of Style and Rave, the Affiliate must promptly return all copies of Confidential Information received from Style and Rave, and must promptly destroy all other Confidential Information prepared by the Affiliate, including, without limitation, any notes, reports, or other documents.
7. PARTIES' REPRESENTATIONS AND WARRANTIES.
(a) The Parties each represent and warrant as follows:
(i) Each Party has full power, authority, and right to perform its obligations under the Agreement.
(ii) The Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors' rights generally and equitable remedies).
(iii) Entering into this Agreement will not violate the charter or by laws of either Party or any material contract to which that Party is also a party.
(b) The Affiliate hereby represents and warrants as follows:
(i) The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Affiliate shall obtain all permits or permissions required to comply with such laws, rules, or regulations.
(ii) The Affiliate shall notify Style and Rave of any changes to the Affiliate Website that would [materially] change its target audience or the size and/pr placement of the Link at least 30 days prior to implementing such changes.
(iii) The Services required by this Agreement shall be performed by the Affiliate or the Affiliate's staff, and Style and Rave shall not be required to hire, supervise, or pay any assistants to help the Affiliate perform such Services.
(iv) The Affiliate is responsible for paying all ordinary and necessary expenses of its staff.
(v) The content comprising the Affiliate Website is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, and violate any applicable laws, rules, or regulations.
(c) The Company hereby represents and warrants as follows:
(i) Style and Rave will make timely payments of any Referral Fees earned by the Affiliate.
(ii) Style and Rave shall notify the Affiliate of any changes to its procedures affecting the Affiliate's obligations under this Agreement at least 30 days prior to implementing such changes.
(iii) The content comprising of Style and Rave's Website is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, and violate any applicable laws, rules, or regulations.
(iv) Style and Rave has the right to sell the products or services promoted by the Link.
(v) Style and Rave shall provide such other assistance to the Affiliate as it deems reasonable and appropriate.
8. INTELLECTUAL PROPERTY
(a) No Intellectual Property Infringement by Style and Rave. Style and Rave represents to the Affiliate and unconditionally guarantees that all text, graphics, photos, designs, trademarks, or other content comprising any (i) Link and (ii) Style and Rave Website are owned by Style and Rave, or that Style and Rave has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend the Affiliate and its subcontractors from any liability (including attorney's fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by Style and Rave. Style and Rave further represents to the Affiliate that the Link does not infringe, dilute, or otherwise violate third-party rights or trademarks.
(b) No Intellectual Property Infringement by Affiliate. The Affiliate represents Style and Rave and unconditionally guarantees that all texts, graphics, photos, designs, trademarks, hyperlinks, or other content on the Affiliate Website are owned by the Affiliate, or that the Affiliate has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend Style and rave and its subcontractors from any liability (including attorney's fees and court costs), including any claim or suit, threatened or actual arising from the use of such elements furnished by the Affiliate. The Affiliate further represents to Style and Rave that the Affiliate Website's domain name or URL listing does not infringe, dilute or otherwise violate third-party rights or trademarks.
(c) Company Property Rights. All text, graphics, photos, designs, trademarks, service marks, trade-names, or other content comprising the Link provided, leased, or licensed to the Affiliate with respect to the Affiliate's performance of the Services are the sole property of Style and Rave, and the Affiliate has no ownership or the intellectual property rights in or to such items. Without the prior written consent of Style and Rave, the Affiliate will not use or mention Style and Rave's name, or publish or distribute any materials provided, leased, or licensed to the Affiliate, for any purpose not specified in this Agreement.
(d) Affiliate Property Rights. All texts, graphics, photos, designs, trademarks, hyperlinks, or other content on the Affiliate Website are the property of the Affiliate and Style and Rave has no ownership rights or other intellectual property rights to such items.
(e) Style and Rave grants the Affiliate a non-exclusive, limited license to use its trademarks, service marks, and trade names only in connection with placing the Link on the Affiliate Website during the Term.
9. COMPANY RIGHTS
(a) Right to Monitor Affiliate Website. Style and Rave has the right, but not the duty, to monitor the Affiliate Website. Style and Rave shall notify the Affiliate of any modification that Style and Rave reasonable requests be made to the Affiliate Website in connection with posting
the Link. If the Affiliate fails to make such modification, Style and Rave reserves the right to terminate the Agreement immediately on written notice.