Affiliate terms & conditions.
Affiliate
Agreement
Effective
Date: January 1st, 2021
Primary
Website: www.Duffelbags.com
THE AGREEMENT: This Affiliate Agreement (hereinafter called
the "Agreement") is provided by the following organization,
hereinafter referred to as "Company": Duffelbags.com. Our primary
website is located at the address listed above. The Agreement is a legal
document between you and the Company that describes the affiliate relationship
we are entering into. This Agreement covers your responsibilities as an
affiliate and our responsibilities to you. Please ensure you read and
understand the entirety of this document, as well as have a lawyer's assistance
if you desire, because each of the terms of this Agreement are important to our
working relationship.
1) DEFINITIONS
The parties referred to in
this Agreement shall be defined as follows:
a)
Company, Us, We: As we describe above, we'll be referred to as the Company. Us,
we, our, ours and other first-person pronouns will also refer to the Company,
as well as all employees or legal agents of the Company.
b) You,
the Affiliate: You will be referred to as the "Affiliate." You'll
also be referred to throughout this Agreement with second-person pronouns such
as You, Your, or Yours.
c)
Parties: Collectively, the parties to this Agreement (the Company and You) will
be referred to as "Parties" or individually as "Party."
d)
Affiliate Program: The program we've set up for our affiliates as described in
this Agreement.
e)
Affiliate Application: The fully completed form which must be provided to us
for consideration of your inclusion in the Affiliate Program.
f)
Website: The primary website we've noted above will be referred to as Website.
2) ASSENT & ACCEPTANCE
By submitting an
application to our Affiliate Program, you warrant that you have read and
reviewed this Agreement and that you agree to be bound by it. If you do not
agree to be bound by this Agreement, please leave the website immediately and
do not submit an application to our Affiliate Program. This Agreement
specifically incorporates by reference any Terms of Conditions, Privacy
Policies, End-User License Agreements, or other legal documents which we may
have on our website.
3) AGE RESTRICTION
You must be at least 18
(eighteen) years of age to join our Affiliate Program or use this Website. By
submitting an application to our Affiliate Program, you represent and warrant
that you are at least 18 years of age and may legally agree to this Agreement.
The Company assumes no responsibility or liability for any misrepresentation of
your age.
4) PROGRAM SIGN-UP
In order to sign up for
our Affiliate Program, you will first be asked to submit an Affiliate
Application to join. The Affiliate Application may be found at the following
website: www.duffelbags.com/affiliatemarketing.
Submitting an Affiliate
Application does not guarantee inclusion in the Affiliate Program. We evaluate
each and every application and are the sole and exclusive decision-makers on
Affiliate acceptance. If we choose not to allow your inclusion in the Affiliate
Program, we will attempt to notify you in a reasonable manner. If you do not
hear from us within a reasonable time frame, please consider your application
rejected. We are not obligated to provide you any explanation for your
rejection, but please be advised we may reject applicants for any reason or
manner, including but not limited to a website or social media page which
violates our Acceptable Use Policy.
If your Affiliate
Application is rejected, you may not reapply. If your Affiliate Application is
accepted, each of the terms and conditions in this Agreement applies to your
participation. We may also ask for additional information to complete your
Affiliate Application or for you to undertake additional steps to ensure
eligibility in the Affiliate Program.
5) NON-EXCLUSIVITY
This Agreement does not
create an exclusive relationship between you and us. You are free to work with
similar affiliate program providers in any category. This agreement imposes no
restrictions on us to work with any individual or company we may choose.
6) AFFILIATE PROGRAM
After your acceptance in the Affiliate Program, you must ensure your account is set up thoroughly, including specific payout information and location (such as a bank or online account which we may use to post payment).
Please be advised the below is a general description of the Affiliate Program. Everything contained in this subsection is subject to the specific terms and conditions throughout the rest of this Agreement.
We will provide you with a specific link or links which correspond to certain products we are offering for sale (collectively, the "Link"). The Link will be keyed to your identity and will send online users to the Company's website or websites. You hereby agree to fully cooperate with us regarding the Link and that you will explicitly comply with all of the terms of this Agreement for the promotion of the Link at all times. We may modify the specific link or links and will notify you if we do so. You agree to only use links which are prior approved by us and to display the Link prominently on your website or social media page, as described in your Affiliate Application (collectively, the "Affiliate Site").
Each time a user clicks through the Link posted on the Affiliate Site and completes the sale of the product or service and we determine it is a Qualified Purchase, as described below, you will be eligible to receive the following percentage of the sale: 10% (Ten percent).
ARTIST T-SHIRT DESIGN PROGRAM
Artist and designers can submit t-shirt designs (no infringement or copyrights) to Duffelbags.com. The designer will have to forego licensing Once approved by our staff we will post the design to a page on the Duffelbags.com called the “Art Wall”. Here, customers can purchase t-shirts designed by “designer” from around the country. Customers can choose the t-shirt brand, material, color, and size they wish to put their designs on.
Once a designer has decided to join the Artist T-Shirt Design Program and agreed to the Affiliate Program terms and conditions, located at the bottom of the www.duffelbags.com, the designer will submit their designs under the following conditions:
- Duffelbags.com will obtain full and 100% rights to the design submitted.
- All designs must be socially and politically neutral and may not be offensive in any way to any member of society.
- Duffelbags.com will have full discretion as to if, how, and when a design will be taken down or put up on the Art Wall.
- Duffelbags.com will not be edit or retouch any designs. The designers are solely responsible for their design up until the artwork is approved for the Art Wall, upon which Duffelbags.com will obtain full rights and responsibility for the design.
- If there are copyright issues involved with any designs and Duffelbags.com is to learn about any nefarious intellectual property infringement, Duffelbags.com reserves to the right to take down the design and/or refuse its services to the designer.
ARTIST T-SHIRT DESIGN PROGRAM PAYOUT STRUCTURE
Once a design has been submitted, approved, and posted to the Art Wall, then the artist can begin to market their designs. For the first $5000 in sales, the designer will be paid 20% commission per shirt sold with the design. After $5000 in sales is met, the payout structure changes to 5% commission for every shirt sold, with the design. A minimum of $30 in commissions must be met for payouts to begin.
7) SPECIFIC TERMS APPLICABLE
We will determine whether
payout is permissible in our sole and exclusive discretion. We reserve the
right to reject clicks and/or sales that do not comply with the terms of this
Agreement.
Processing and fulfillment
of orders will be our responsibility. We will also provide real-time data
regarding your account with us through the portal on which you log into the
website.
As described above, in
order to be eligible for payout, user purchases must be "Qualified
Purchases." Qualified Purchases:
a) Must
not be referred by any other partner or affiliate links of the Company (in
other words, Qualified Purchases are only available through your specific Affiliate
Link;
b) May
not be purchased by an already-existing partner or affiliate of the Company;
c) May
not be purchased prior to the Affiliate joining the Affiliate Program;
d) May
only be purchased through a properly-tracking Affiliate Link;
e) May
not be purchased by a customer in violation of any of our legal terms or
Acceptable Use Policy;
f) May
not be fraudulent in any way, in the Company's sole and exclusive discretion;
g) May
not have been induced by the Affiliate offering the customer any coupons or
discounts;
8) PAYOUT INFORMATION
Payouts will only be
available when the Company has your current address information as well as
accounting and tax documentation. You will be asked to submit a W8/W9 tax form.
Accounting information may include the routing and account number of a bank
where you wish to post a direct deposit or may include an email address for an
online method of payment.
Currently, the Company
employs the following methods of payout:
1. Check (US Addresses only)
For any changes in your
address or accounting information, you must notify us immediately and we will
endeavor to make the changes to your payout information as soon as possible.
Payouts will be available
the month or period after they accrue. For example, if payouts are made every
15 days, an entire 15 day period must finish for the payout of that period to
be available in the following period.
We explicitly reserve the
right to change payout information in our sole and exclusive discretion. If we
do so, you will be notified.
Payouts are also subject
to the following restriction:
a)
Payouts are only available when a threshold of the following amount is met: $10
(Ten US dollars).
For any disputes as to
payout, the Company must be notified within thirty days of your receipt of the
payout. We will review each dispute notification as well as the underlying
payout transaction to which it is related. Disputes filed after thirty days of
payout will not be addressed.
9) REPORTS
You may log into your
account with us to review reports related to your affiliation, such as payout
reports and Qualified Click and/or Purchase information. Please be advised
however, that not all listed qualifying clicks and/or purchases have been fully
reviewed for accuracy in the reports viewable by you in real-time and therefore
may be subject to change prior to payout.
10) TERM, TERMINATION & SUSPENSION
The term of this Agreement
will begin when we accept you into the Affiliate Program. It can be terminated
by either Party at any time with or without cause.
You may only earn payouts
as long as you are an Affiliate in good standing during the term. If you
terminate this Agreement with us, you will qualify to receive payouts earned
prior to the date of termination.
If you fail to follow the
terms of this Agreement or any other legal terms we have posted anywhere on our
website or websites, you forfeit all rights, including the right to any
unclaimed payout.
We specifically reserve
the right to terminate this Agreement if you violate any of the terms outlined
herein, including, but not limited to, violating the intellectual property
rights of the Company or a third party, failing to comply with applicable laws
or other legal obligations, and/or publishing or distributing illegal material.
At the termination of this
Agreement, any provisions that would be expected to survive termination by
their nature shall remain in full force and effect.
11) INTELLECTUAL PROPERTY
You agree that the
intellectual property owned by the Company includes all copyrights, trademarks,
trade secrets, patents, and other intellectual property belonging to the
Company ("Company IP").
Subject to the limitations
listed below, we hereby grant you a non-exclusive, non-transferable, revocable
license to access our websites in conjunction with the Affiliate Program and
use the Company IP solely and exclusively in conjunction with identifying our
company and brand on the Affiliate Site to send customers to the Affiliate
links we provide. You may not modify the Company IP in any way and you are only
permitted to use the Company IP if you are an Affiliate in good standing with
us.
We may revoke this license
at any time and if we find that you are using the Company IP in any manner not
contemplated by this Agreement, we reserve the right to terminate this
Agreement.
Other than as provided
herein, you are not permitted to use any of the Company IP or any confusingly
similar variation of the Company IP without our express prior written
permission. This includes a restriction on using the Company IP in any domain
or website name, in any keywords or advertising, in any metatags or code, or in
any way that is likely to cause consumer confusion.
Please be advised that
your unauthorized use of any Company IP shall constitute unlawful infringement
and we reserve all of our rights, including the right to pursue an infringement
suit against you in federal court. You may be obligated to pay monetary damages
or legal fees and costs.
You hereby provide us a
non-exclusive license to use your name, trademarks and servicemarks if applicable
and other business intellectual property to advertise our Affiliate Program.
12) MODIFICATION & VARIATION
The Company may, from time
to time and at any time, modify this Agreement. You agree that the Company has
the right to modify this Agreement or revise anything contained herein. You
further agree that all modifications to this Agreement are in full force and
effect immediately upon posting on the Website and that modifications or
variations will replace any prior version of this Agreement, unless prior
versions are specifically referred to or incorporated into the latest
modification or variation of this Agreement. If we update or replace the terms
of this Agreement, we will let you know via electronic means, which may include
an email. If you don't agree to the update or replacement, you can choose to
terminate this Agreement as described below.
a) To the
extent any part or subpart of this Agreement is held ineffective or invalid by
any court of law, you agree that the prior, effective version of this Agreement
shall be considered enforceable and valid to the fullest extent.
b) You
agree to routinely monitor this Agreement and refer to the Effective Date
posted at the top of this Agreement to note modifications or variations. You
further agree to clear your cache when doing so to avoid accessing a prior
version of this Agreement.
13) RELATIONSHIP OF THE PARTIES
Nothing contained within
this Agreement shall be construed to form any partnership, joint venture,
agency, franchise, or employment relationship. You are an independent
contractor of the Company and will remain so at all times.
14) ACCEPTABLE USE
You agree not to use the
Affiliate Program or our Company for any unlawful purpose or any purpose
prohibited under this clause. You agree not to use the Affiliate Program in any
way that could damage our websites, products, services, or the general business
of the Company.
a) You
further agree not to use the Affiliate Program:
I) To
harass, abuse, or threaten others or otherwise violate any person's legal
rights;
II) To
violate any intellectual property rights of the Company or any third party;
III) To
upload or otherwise disseminate any computer viruses or other software that may
damage the property of another;
IV) To
perpetrate any fraud;
V) To engage
in or create any unlawful gambling, sweepstakes, or pyramid scheme;
VI) To
publish or distribute any obscene or defamatory material;
VII) To
publish or distribute any material that incites violence, hate, or
discrimination towards any group;
VIII) To unlawfully
gather information about others.
15) AFFILIATE OBLIGATIONS & FTC COMPLIANCE
You are responsible for
ensuring operation and maintenance of the Affiliate Site, including technical
operations, written claims, links, and accuracy of materials. You must ensure,
as noted above, that the Affiliate Site does not infringe upon the intellectual
property rights of any third party or otherwise violate any legal rights.
We may monitor your
account, as well as clicks and/or purchases coming through your account. If we
determine you are not in compliance with any of the terms of this Agreement, we
have the right to immediately terminate your participation in the Affiliate
Program.
We require all of our
Affiliates to comply with all applicable statutes, regulations, and guidelines
set by the federal government, through the Federal Trade Commission, as well as
state and local governments as mandated. The Federal Trade Commission requires
that affiliate relationships, such as the relationship between you and the Company,
be disclosed to consumers.
We recommend that you seek
independent legal counsel to advise you of our obligations to disclose in this
manner.
You are required to post a
conspicuous notice on your website regarding the Affiliate Program. The notice
does not have to contain the precise words as the example given below, but
should be similar:
We engage in affiliate
marketing whereby we receive funds through clicks to our affiliate program
through this website or we receive funds through the sale of goods or services
on or through this website. We may also accept advertising and sponsorships
from commercial businesses or receive other forms of advertising compensation.
This disclosure is intended to comply with the US Federal Trade Commission
Rules on marketing and advertising, as well as any other legal requirements
which may apply.
We also require you to
comply with any and all applicable data privacy and security laws and
regulations, including all of those which may impact your country of residence
or your visitors. Such regulations include, but are not limited to, any
applicable laws in the United States or the General Data Protection Regulation
of the European Union. We also require that you implement adequate
organizational and technical measures to ensure an appropriate level of
security for the data that you process. Further, you hereby agree to comply
with any requests which we may make to you regarding compliance with the
General Data Protection Regulation or requests which you may receive from data
subjects.
If we find you are not in
compliance with any of the requirements of this subpart, we may terminate our
relationship with you at our sole and exclusive discretion.
16) REVERSE ENGINEERING & SECURITY
You agree not to undertake
any of the following actions:
a)
Reverse engineer, or attempt to reverse engineer or disassemble any code,
product, or software from or on any of our websites or services;
b)
Violate the security of any of our websites or services through any
unauthorized access, circumvention of encryption or other security tools, data
mining or interference to any host, user or network.
17) DATA LOSS
The Company does not
accept responsibility for the security of your account or content. You agree
that your participation in the Affiliate Program is at your own risk.
18) INDEMNIFICATION
You agree to defend and
indemnify the Company and any of its agents (if applicable) and hold us
harmless against any and all legal claims and demands, including reasonable
attorney's fees, which may arise from or relate to your use or misuse of the
Affiliate Program, your breach of this Agreement, or your conduct or actions.
You agree that the Company shall be able to select its own legal counsel and
may participate in its own defense, if the Company wishes.
19) SPAM POLICY
You are strictly
prohibited from using the Affiliate Program for illegal spam activities,
including gathering email addresses and personal information from others or
sending any mass commercial emails.
20) ENTIRE AGREEMENT
This Agreement constitutes
the entire understanding between the Parties with respect to the Affiliate
Program. This Agreement supersedes and replaces all prior or contemporaneous
agreements or understandings, written or oral.
21) SERVICE INTERRUPTIONS
The Company may need to
interrupt your access to the Affiliate Program to perform maintenance or
emergency services on a scheduled or unscheduled basis. You agree that your
access may be affected by unanticipated or unscheduled downtime, for any
reason, but that the Company shall have no liability for any damage or loss
caused as a result of such downtime.
22) NO WARRANTIES
You agree that your use of the Affiliate Program is at your sole and exclusive risk and that any services provided by us are on an "As Is" basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Affiliate Program will meet your needs or that it will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Affiliate Program is your sole responsibility and that the Company is not liable for any such damage or loss.
23) LIMITATION ON LIABILITY
The Company is not liable
for any damages that may occur to you as a result of your participation in the
Affiliate Program, to the fullest extent permitted by law. The maximum
liability of the Company arising from or relating to this Agreement is limited
to one hundred ($100) US Dollars. This section applies to any and all claims by
you, including, but not limited to, lost profits or revenues, consequential or
punitive damages, negligence, strict liability, fraud, or torts of any kind.
24) GENERAL PROVISIONS:
A)
LANGUAGE: All communications made or notices given pursuant to this Agreement
shall be in the English language.
B)
JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the
Affiliate Program, you agree that Texas shall govern any matter or dispute
relating to or arising out of this Agreement, as well as any dispute of any
kind that may arise between you and the Company, with the exception of its
conflict of law provisions. In case any litigation specifically permitted under
this Agreement is initiated, the Parties agree to submit to the personal
jurisdiction of the state and federal courts of the following county: Harris,
Texas. The Parties agree that this choice of law, venue, and jurisdiction
provision is not permissive, but rather mandatory in nature. You hereby waive
the right to any objection of venue, including assertion of the doctrine of
forum non conveniens or similar doctrine.
C)
ARBITRATION: In case of a dispute between the Parties relating to or arising
out of this Agreement, the Parties shall first attempt to resolve the dispute
personally and in good faith. If these personal resolution attempts fail, the
Parties shall then submit the dispute to binding arbitration. The arbitration
shall be conducted in the following county: Harris, Texas. The arbitration shall
be conducted by a single arbitrator, and such arbitrator shall have no
authority to add Parties, vary the provisions of this Agreement, award punitive
damages, or certify a class. The arbitrator shall be bound by applicable and
governing Federal law as well as the law of Texas. Each Party shall pay their
own costs and fees. Claims necessitating arbitration under this section
include, but are not limited to: contract claims, tort claims, claims based on
Federal and state law, and claims based on local laws, ordinances, statutes or
regulations. Intellectual property claims by the Company will not be subject to
arbitration and may, as an exception to this subpart, be litigated. The
Parties, in agreement with this subpart of this Agreement, waive any rights
they may have to a jury trial in regard to arbitral claims.
D)
ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be
assigned, sold, leased or otherwise transferred in whole or part by you. Should
this Agreement, or the rights granted hereunder, by assigned, sold, leased or
otherwise transferred by the Company, the rights and liabilities of the Company
will bind and inure to any assignees, administrators, successors, and
executors.
E)
SEVERABILITY: If any part or subpart of this Agreement is held invalid or
unenforceable by a court of law or competent arbitrator, the remaining parts
and subparts will be enforced to the maximum extent possible. In such
condition, the remainder of this Agreement shall continue in full force.
F) NO
WAIVER: In the event that we fail to enforce any provision of this Agreement,
this shall not constitute a waiver of any future enforcement of that provision
or of any other provision. Waiver of any part or subpart of this Agreement will
not constitute a waiver of any other part or subpart.
G)
HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this
Agreement are for convenience and organization, only. Headings shall not affect
the meaning of any provisions of this Agreement.
H) FORCE
MAJEURE: The Company is not liable for any failure to perform due to causes
beyond its reasonable control including, but not limited to, acts of God, acts
of civil authorities, acts of military authorities, riots, embargoes, acts of
nature and natural disasters, and other acts which may be due to unforeseen
circumstances.
I)
ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to
both Parties under this Agreement, including email or fax. For any questions or
concerns, please email us at the following address: info@duffelbags.com.