SHADE BRAND AFFILIATE PROGRAM ‐

TERMS & CONDITIONS

 

The SHADE Affiliate Program Terms & Conditions (the “Agreement”) contain terms and conditions that apply to your participation as an Affiliate (as that term is defined herein) in SHADE’s Affiliate Program (the “SHADE Affiliate Program” or “Program”) through SHADE’s Affiliate Program, and the establishment of links from your website or digital location (also referred to as “your site”) to the following:  www.IWearShade.com

 

As used in this Agreement, “we” and “our” shall mean collectively, SHADE and/or its parent,  entity; Classy Living Society, LLC (CLS) (as applicable) and SHADE Domains (collectively, “SHADE”), and “you” and “your” mean the Affiliate.   By submitting your SHADE Affiliate Program application and participating in the Program, you are confirming that you have read and understand this Agreement, you represent and warrant that you are lawfully able to enter into contracts, and you agree to be bound by, and will continue to comply with, these terms and conditions throughout the full duration of your participation in the Program. Additionally, you acknowledge and agree that by submitting your application, which may include clicking an acceptance box, the effective date of this Agreement will be the date on which you submit your application.  

 

SHADE reserves the right to make changes to the SHADE Affiliate Program and this Agreement at any time, and such changes will be effective immediately upon emailing the Program participants. As a condition of your participation in the Program, you must comply with all laws, rules and regulations applicable to your participation in the Program. In addition you must clearly and conspicuously state the following (or something very similar considering space and format available) as part of the messaging that contains a reference or link to SHADE: [INSERT BUSINESS/INDIVIDUAL NAME] is a participant in the SHADE Affiliate Marketing Program, an affiliate advertising and marketing program that pays advertising fees to sites that advertise and link to www.IWearShade.com  MISUSE OF THE SHADE BRAND, PARTICIPATING IN PROHIBITED ACTIVITY AND/OR FAILURE TO COMPLY WITH THE SHADE AFFILIATE PROGRAM AND THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY RESULT IN A LOSS, REDUCTION AND/OR OFFSET OF REFERRAL FEES FROM SALES MADE THROUGH ANY AFFILIATE OR SUB‐AFFILIATE THAT DOES NOT COMPLY WITH OUR PROGRAM TERMS OR TERMINATION OF YOUR PARTICIPATION IN THE SHADE AFFILIATE PROGRAM.

 

1. Defined Terms

 

“Affiliate” means a person or company that participates in SHADE’s Affiliate Program

“Application” means a consumer’s completed and submitted application.

“Content” means text links, terms and disclosures, promotional information (and all related information), images, videos, music, software, photographs, data, music, text, application updates and other graphics supplied by SHADE in connection with an Offer. All Content is owned or licensed property of SHADE or its suppliers or licensors and is protected by copyright, trademark, patent, or other proprietary rights.

“Qualifying Link” or “Link” means any type of banner or text link provided by SHADE to be displayed, distributed or played on an Affiliate’s site and can be tracked through SHADE and that can monitor clicks, sales, Applications, impressions, and other tracked activities achieved through the display or placement of such Link.   

“Qualifying Product(s)” means a Product that qualifies as defined by SHADE for the sale of which will result in the Affiliate being paid a percentage of the sale. Not all products qualify. Please refer to your Insertion Order for your specific rates and exclusions.

 

2. Enrollment in the Program

2.1. Enrollment Process. To begin the enrollment process, you must submit a complete Affiliate application. We will evaluate your application and will notify you of your acceptance or rejection for participation in the Program within five (5) business days. We may reject your application if we determine (in our sole discretion) that your site is, as further defined in this Section (i) unsuitable for the Program for any reason, (ii) involved in prohibited activities.   If you are accepted into the Program, you will be able to participate in the Program subject to the terms and conditions of this Agreement. Even if you are accepted to participate in the Program and your site is thereafter determined (in our sole discretion) to be unsuitable based on our criteria for the Program, we may terminate this Agreement and you may no longer link to our site. Our acceptance criteria are subject to change at any time without prior notice.

2.2. Unsuitable sites. A site may be found unsuitable if it falls under any of the following conditions. Conditions are, but are not limited to, sites that:    Contain or promote materials that are sexually explicit or that could be deemed obscene, pornographic or excessively violent; Promote violence or hate towards any persons or groups;  Promote discrimination based on race, sex, age, religion, nationality, disability or sexual orientation; Promote illegal activities; Promote the sale or use of tobacco products, alcohol products or gambling; General Terms  Violate any federal, state or local law (including privacy and “spam” laws); Contain material that, in our sole judgment, is defamatory, fraudulent or harassing; Misrepresent themselves as a SHADE Web site by using the “look and feel” of or text from our site;    Include “SHADE” or variations or misspellings thereof in their domain names; Otherwise violate intellectual property rights of SHADE or its affiliates; Infringe on SHADE or any third party’s intellectual property, publicity, privacy or other rights; Are unable to direct a reasonable amount of traffic by way of sales volume, clicks and page views to our site;    Excessively use pop‐ups; Require downloads and/or knowingly download software to visitors’ computers; Link to or provide a portion of their commission or Affiliate benefits to sites or organizations that violate any or the above criteria; Are under construction; Do not have a clear focus on e‐commerce (sites that do not sell products or feature merchants will be required to submit a business plan describing how they will drive revenue for www.IWearShade.com );  Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information;  Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website; or Are otherwise considered, in SHADE’s sole judgment, offensive or inappropriate.  

2.3. Prohibited Activity.

SHADE may elect to reject your site if SHADE determines in its sole discretion that your site contains or otherwise involves prohibited activity.  As a condition to your acceptance and participation in this Program, you agree that you will not undertake or engage in the following practices, and any violation of this Section shall be deemed a material breach of this Agreement and may result in immediate termination from the Program:  Use the SHADE name, or any variation thereof, in any manner not expressly authorized by this Agreement; Use or otherwise incorporate the word “SHADE” or variations or misspellings thereof in the domain name(s) of your site(s), or in hidden text or source code; Bid on SHADE brand keywords, variations or misspellings, or keyword strings (e.g., ‘SHADE’, ‘SHADE.com’, ‘SHADE.clearance’, ‘SHADE weekly ad’, ‘SHADE store’, or ‘SHADE coupon’) in search engines or content networks;  Use SHADE brand keywords, keyword strings or variations or misspellings thereof in the headline, display URL or description of pay‐per‐click ads or ads or content network ads; Use your Qualifying Links as the destination URL in any paid advertisement. This is also known as direct‐linking. Use of the content network resulting in being ranked on SHADE brand keywords; Engineer your site in such a manner that pulls internet traffic, for SHADE brand keywords, away from SHADE via natural search optimization. Techniques include: Using SHADE or SHADE brand keywords in the title tag, domain name, other meta tags, or other on‐page factors that influence rankings; Use SHADE’s Merchandiser Datafeed on a site other than the site we have approved pursuant to the Program; Distribute SHADE’s Merchandiser Datafeed to a third party shopping site (e.g. Yahoo!, MSN, eBay, Google, AOL, Amazon) regardless of whether or not we are already advertising products on that site; Engage in cookie stuffing, forced clicks, or the use of popups/popunders or false or misleading links on your site. Use redirects to indicate the referring site was something it actually is; o Attempt to modify or alter our site in any way;o Post your qualified links on any of SHADE‐owned platforms or social media accounts.

All domains used to post SHADE affiliate links must be listed in your “approved affiliate” profile.  You will provide us with information on how you are promoting SHADE at our request.

 

3. Qualifying Links   

3.1. Links Usage. If you are accepted into the Program, we will make available to you Qualifying Links that, subject to the terms and conditions of this Agreement, you may display as often and in as many areas on your site as you desire.

3.2. Obtaining Links, Banners and Images. All Qualifying Links that you will use in the Program will be provided to you by SHADE Affiliates communication, or by other means selected by us. You also agree that you will display on your site only Content provided by us, you will display Content in its complete and unaltered form, and you will substitute such Content with any new Content provided by us from time to time throughout the term of this Agreement.   

3.3. Link Tracking. The Qualifying Link contains site‐specific tracking information that identifies your site as a member of the Program and will establish a link from your site to SHADE. Only valid Qualifying Links obtained through SHADE (or via an approved process if hosted outside of the SHADE platform) will be tracked for purposes of determining Fees that you may be eligible to receive on sales of Qualifying Products or Qualified Action(s) generated through your site. 3.4. Link Manipulation. Qualifying Links may not be manipulated in any way, including (a) redirecting links to hide or manipulate their original source; or (b) Direct‐linking, e.g. using your Qualifying Links as the destination URL in any paid advertisement.

3.5. Link and Offer Terms. The terms of an Offer (e.g. special instructions, exceptions, dates valid) will be posted on the site or otherwise communicated to you. In the event of any inconsistency between the communicated terms of the specific Offer and the terms of this Agreement, the terms of the Offer shall govern.

3.6. Misuse of Offer. Posting or releasing any information about how to work around the requirements of a coupon/promotion will result in immediate removal and termination from the Program.

3.7. Early Promotion. You may not post an Offer prior to the start and end dates indicated in the Offer terms without written consent by SHADE. Early Promotion without permission may result in immediate removal and termination from the Program.

3.8. Offer Discontinuation. At any time prior to you providing a Qualifying Link, we may with or without notice (a) change, suspend or discontinue any aspect of an Offer or (b) remove, alter, or modify any graphic or banner ad provided to you pursuant to an Offer. You agree to promptly implement any request from SHADE to remove, alter or modify any graphic or banner ad posted on your site.

4. Promotion Codes, Coupons and Special Offers

4.1. Promotion Code Source. You are only allowed to use SHADE promotion codes that are communicated specifically to you via the Program on behalf of SHADE.

4.2. Offer Visibility. Coupons must be displayed in their entirety with the full offer, offer exclusions or disclaimer test, valid expiration date and code.

4.3. Special Offers. From time to time, we may post on specific Offers that pay Affiliates a specified Fee for the sale of Qualifying Products. These Offers may not be listed on the Affiliates Fees site and may run for a short period of time.

 

5. Requirements and Disclosures.

5.1. Affiliate Link Disclosures. You must clearly and conspicuously identify yourself as an Affiliate on all pages and social media forms where an Affiliate link occurs. You shall include a clear and conspicuous disclosure within any and all pages, blog/posts, or social media posts where affiliate links for our Affiliate Program are posted and where a reader or consumer may not understand that the link is a paid advertisement. (a) Disclosures must be made as close as possible to the claims; (b) disclosures must be made on each page containing a sponsored link or reference to SHADE; a single statement on the site, (c) disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure; and (d) social media posts must include appropriate hashtags.

 

6. Communication and Branding

6.1. Press Releases and other Marketing Material. You hereby agree that you will not make any references to SHADE or any individual SHADE employee, or issue any press release(s) or make any other public communication (written or verbal) regarding this Agreement, your use of SHADE’s Content, or your participation in the Program without having first submitting such material to us and receiving our prior written consent which we may withhold in our sole discretion.

6.2. Social Media. You are prohibited from posting your affiliate links to SHADE‐owned platforms or social media pages (including but not limited to Facebook, Twitter, Pinterest, Instagram, etc.). Hashtags and disclaimers are subject to change over time and it’s your responsibility to review and comply with current guidelines as policies may change over time.

6.3. Charitable Endorsements. If your site donates any portion of its Referral Fees to any school, foundation or other charitable organization, you may not state or imply that SHADE endorses such activities or is responsible in any way for the inclusion and donation of funds to any of the schools, foundations or charities associated with your site. In addition, it is recommended that you seek tax and legal advice from your own counsel.

6.4. Email. Any emails must be sent on your behalf and must not state or imply that the email is being sent on behalf of SHADE. Any email containing SHADE Content or branding not sourced must be approved by SHADE prior to sending.

6.5 Communication with SHADE. If we ask you for clarification or more information on any orders, Applications, or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Violations include (a) being intentionally vague or lying; (b) being unresponsive for a reasonable time period after multiple attempts to reach you; and/or (c) being unable to substantiate or validate your source of traffic to our sites.

7. Development, Operation & Maintenance of Your Site   

7.1. Responsibilities. You are solely responsible for the development, operation and maintenance of your site and for all the content that appears on your site. Sole responsibilities include the following, in addition to those otherwise provided in this Agreement: • The accuracy, timeliness and appropriateness of content posted on your site (including, among other things, all SHADE Content and product‐related materials);  • Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (e.g. including copyrights, trademarks, privacy, or other personal or proprietary rights); • Notifying SHADE of any malfunctioning of the Qualifying Links or other problems with your participation in the Program in accordance with the terms of the Offer and this Agreement.

 

8. Order Processing, Tracking, and Reporting

8.1. Processing Responsibility. SHADE will process orders and Applications submitted by customers who follow Qualified Links from your site to a SHADE Domain in accordance with applicable legal requirements. We will be responsible for all order and Application processing and fulfillment.   

8.2. Order Requirements. We reserve the right to reject customer’s orders or Applications that do not comply with any reasonable requirements that we periodically may establish.

8.3. Order Tracking. We will track sales to customers who purchase products from our site and other Qualifying Actions to your site using Qualified Links that you will generate using technology. To permit accurate tracking, reporting and fee accrual, you must ensure that the links between your site and the SHADE Domain are properly formatted. SHADE will not be responsible for improperly formatted links regardless of whether you have made amendments to the code or not. SHADE is unable to track or provide credit for sales and Qualifying Actions from customers that are referred to us with browsers that do not have their cookies setting enabled. 8.4. Reporting. Reports summarizing this activity will be available to you through SHADE. The form, content and frequency of the reports are limited to those reports and capabilities available through the Network and may vary from time to time in our and/or the Network’s reasonable discretion. SHADE is not responsible for any changes that may be made in reporting format or timing or in the types of reports available.   

8.5 Order Inquiry. If you believe an action did not track, you may create an action inquiry to provide the missing order details to SHADE for review. By passing an order ID to SHADE, you are asking SHADE to verify the order ID and credit your account if the action failed to track.

 

9. Pay out Fees

9.1. Fee Generation. You are only eligible to earn Fees on sales of Qualifying Products or Qualifying Actions occurring during the term of this Agreement. You will earn Fees based on the Net Price of Qualifying Products and/or on net new number of the current Insertion Order (published rates if no Insertion Order exists) established by us and communicated to you upon acceptance of the Agreement.

9.2. Qualified Products and Actions. Some items, brands, products, categories, or actions may not be eligible for Fees. Please refer to your Insertion Order for your specific rates and exclusions.

9.3.Fee Payment. Fees are only considered for payment according to the dates and timelines detailed in the current Insertion Order. All determinations of Qualifying Links and whether a Fee is payable will be made by SHADE and will be final and binding.

9.4. Returns. If a customer returns a Qualifying Product that generated a Fee, we will deduct the corresponding Fee from your monthly payment. Fees earned through the date of termination will remain payable only if the related orders are not canceled or returned by a customer.

 

10. Customer Policies and Pricing

10.1. Customer Status. Customers who buy products through the Program will be deemed to be customers of SHADE, without affecting their status as your customer.   

10.2. Customer Policies. All of our rules, policies and operating procedures concerning customer orders, customer service and sales will apply to those customers when using our site. We may change our policies and operating procedures at any time in our sole discretion.   

10.3. Product Price. We will determine the prices to be charged for products sold under the Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Due to occasional changes in price, you may not include price information in your site. SHADE will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product or the error‐free or uninterrupted operation of our site.

 

11. Term and Termination

11.1. Program Term. The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either party may terminate this Agreement at any time. In addition, SHADE may terminate this Agreement immediately if you materially breach or violate any terms or conditions of this Agreement, or if SHADE determines, in our sole discretion, that there are technical or operational issues (e.g. interruptions caused by or shifts in online/Internet technology) that adversely affect the implementation of the Program, or the orders/referrals were obtained fraudulently or through misrepresentation, in which case we reserve the right to withhold payment of associated Fees pending an investigation of the suspected fraud or misrepresentation. Termination of this Agreement shall also terminate any outstanding Offer. All rights to payment, causes of action and any provisions that by their terms are intended to survive termination, shall survive termination of this Agreement.

11.2. Offer Term. Either party may terminate an Offer at any time by deleting its acceptance of the Offer through the Network. Termination of a specific Offer shall not be deemed to terminate any other Offers.

11.3. Termination Requirements. Upon termination of this Agreement, you will immediately cease use of, and remove from your site, all affiliate links to the SHADE Domain and all SHADE‐related Content. You agree to return to SHADE any and all documents or other media embodying SHADE’s image, marks, or other intellectual property, and you agree that you will not (a) use the SHADE name, or any variation thereof, in any manner not expressly authorized by us; (b) create, publish or distribute any materials, written or verbal, that make reference to SHADE or any individual within SHADE, without first submitting such material to us and receiving our prior written consent, which we may withhold in our sole discretion; or (c) use the SHADE name to disparage SHADE, its products or services, or in a manner that, in our sole judgment, may diminish or otherwise damage the goodwill in our name, Licensed Materials and/or our products and services.

 

12. Licenses and Use of the SHADE Logos and Trademarks

12.1. Trademark Usage. We grant you a non‐exclusive, non‐transferable, revocable license to (a) access our site Content through the Qualifying Links solely in accordance with the terms of this Agreement and (b) solely in connection with such Links, to use our logos, trade names, trademarks and similar identifying material designated in the Offer (collectively, the “Licensed Materials”), only as provided to you through the Network and solely for the purpose of generating the sale of SHADE products from your site. You agree to the limitations below:  Each SHADE trademark must appear by itself and must be surrounded by sufficient empty space on all sides in order to avoid unintended associations with any other objects (including, without limitation, type, photography, borders and edges). You must include the following notice on any materials you create that include the SHADE logo: The Bullseye Design and SHADE are registered trademarks of SHADE Brands, Inc.

12.2. Intellectual Property Rights. You acknowledge that this Agreement does not provide you with any intellectual property rights in the Licensed Materials other than the limited rights contained herein. We reserve all of our rights in the Licensed Materials and all of our other proprietary rights. You may not sublicense, assign or transfer any such licenses for the use of the Licensed Materials, and any attempt at such sublicense, assignment or transfer is void. We may terminate your license to use the Licensed Materials for any reason at any time in our sole and absolute discretion.

12.3. Licensed Material Usage. You shall not make any specific use of any Licensed Materials for purposes other than generating the sale of SHADE products from your site without first submitting a sample of such use to us and obtaining our prior written consent, which we may withhold in our sole and absolute discretion. Without limiting the foregoing, you may not use any Licensed Materials in direct mail or email without first submitting a sample of such use to us and obtaining our prior written consent, which we may withhold in our sole and absolute discretion.

 

13. Disclaimers WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, THE LICENSED MATERIALS, OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, General Terms WARRANTIES OF FITNESS, MERCHANTABILITY, NON INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
14. Representations and Warranties You hereby represent and warrant to us as follows: This Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms, and you agree not to contest the validity or enforceability of this Agreement under the provisions of applicable law relating to whether certain agreements are to be in writing or signed by the party to be bound thereby. Any material displayed on your site will not: (a) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or right of publicity or privacy; (b) violate any applicable law, statute, ordinance or regulation; (c) be defamatory or libelous; (d) be lewd, pornographic or obscene; (e) violate any laws regarding unfair competition, anti‐discrimination or false advertising; (f) promote violence or contain hate speech; (g) promote discrimination based on race, age, sex, religion, nationality, sexual orientation or disability; or (h) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. 15. Confidentiality Except as otherwise provided in this Agreement or with our prior written consent, you agree that all information related to this Agreement and/or to your participation in the Program, including, without limitation, the terms of this Agreement, our business and financial information, our customer lists, and our pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than you or your affiliates. Notwithstanding the foregoing, you may deliver a copy of any such information (a) pursuant to a subpoena issued by any court or administrative agency, (b) to your accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process, provided that, in cases involving (a) and (c), you give prior written notice to SHADE and allow SHADE to intercede on our own behalf to the extent that SHADE seeks to limit the disclosure. 16. Limitation of Liability You hereby agree that SHADE, including without limitation its respective directors, officers, employees, agents, shareholders, members, partners, licensees and licensees, will not be liable for any indirect, special, exemplary, consequential or incidental damages, or any loss of revenue, profits or data, arising in connection with this Agreement, the Program or the Network, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total Fees paid or payable to you under this Agreement in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred. 17. Indemnification You acknowledge that by entering into this Agreement, SHADE does not assume and should not be exposed to the business and operational risks associated with your business, or any aspects of the operation or content of your site(s). Accordingly, you hereby agree to indemnify, defend and hold harmless SHADE, our affiliates, licensees and licensors, and each of our respective directors, officers, employees, agents, shareholders and members, from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including court costs and reasonable attorneys fees) (any or all of the foregoing hereinafter referred to as “Losses”), even if such claims are groundless, fraudulent or false, that arise out of or are based on (i) any breach or alleged breach of any representation or warranty or breach of a covenant or agreement made by you, (ii) the content and/or activities of your site (including without limitation any activities or aspects thereof or commerce conducted thereon) or related business, (iii) your use and/or modification of any of the services or materials provided by us in connection with this Agreement; and (iv) your or your employees’ negligence or willful misconduct.

 

18. General

18.1. No Agency. You and SHADE are independent contractors, and nothing in this Agreement (including any Offer) will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on SHADE’s behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

18.2 Any notices required or permitted by this Agreement or communications in connection with the Program will be sent to you by SHADE via email at the address you provided in your Affiliate Application.