Affiliate Agreement
This is the Agreement that will govern your participation in an Engagement through ShareASale with Us. Please read this Agreement. PUBLISHER AGREEMENT This Publisher Agreement (this "Agreement") is made between you ("You") and us ("We" or "Us"). BACKGROUND Both parties desire to establish the general terms and conditions which shall govern advertising and commission arrangements between You and Us resulting from our participation in the ShareASale network. TERMS AND CONDITIONS In consideration of the promises set forth below, each party agrees as follows: 1. Offers and Engagements. 1.1. From time to time, We may post on the ShareASale offers (each, an "Offer") to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). 1.2. If You accept one of our Offers, we will have entered into an "Engagement." Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern. 1.3. At any time prior to You displaying a Qualifying Link on one of Your websites, Advertiser may, with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad that we have submitted for an Offer or an Engagement. You agree to promptly implement any request from Us to remove, alter or modify any such graphic or banner ad. 2. Your Responsibilities. 2.1. You hereby agree to comply with all applicable laws. 2.2 You hereby agree that the position, prominence and nature of links on the Your site shall comply with any requirements specified in the Engagement, but otherwise will be in Your discretion. 2.2. You agree not to make any representations, warranties or other statements concerning Us, Our site, any of Our products or services, or Our site policies, except as expressly authorized by the Engagement. 2.3. You are responsible for notifying Us and ShareASale of any malfunctioning of the URLs specified in the Engagement or other problems with Your participation in the Engagement. We will respond promptly to all concerns upon receipt of Your notification. 2.4 If you are a member of a pay per click bidding network, such as but not limited to, Google AdWords, Google Display Network, Yahoo! Bing Network, MSN Live Search, AOL, you agree to abide by our rules regarding pay per click advertisement for the duration of the Agreement. Failure to comply with the aforementioned bidding restrictions may result in invalidation of commission and termination of the Agreement. 2.4a) You are not allowed to bid on the following keywords, or other search terms containing the following keywords: Feel Foxy brand name, brand name misspellings, and/or other brand name variations. Partner is also required to negate these keywords in their pay-per-click accounts to prevent violations. The complete list of keywords is available in ShareASale’s Keyword List. Though this list is updated from time to time, it is not exhaustive. It is the Partner’s responsibility to ensure that your ads do not show for Feel Foxy keywords. 2.4b) You are not allowed to use the Feel Foxy brand name, brand name misspellings, and/or other brand name variations in your advertising copies for pay per click networks. 2.4c) You are not allowed to use the Feel Foxy brand name, brand name misspellings, and/or other brand name variations in the display url of your advertising copies for pay per click networks. 2.5. You may not use the words: Feel Foxy in your Uniform Resource Locator (URL), defined as the global address of documents and other resources on the World Wide Web, or HTML tag (Title Tag), defined as the text in the top line of a Web browser. Failure to comply with URL and title tag restrictions may result in invalidation of commission and termination of the Agreement. 2.6. Partner may use only coupon codes made available to Partners on the ShareASale Network. Should Feel Foxy distribute coupons exclusive to other affiliates, and/or outside of the ShareASale network, Partner may not use such coupon codes. Posting of coupon codes that are exclusive to other affiliates, and/or outside of the ShareASale program may result in invalidation of Partner’s commission and termination of Agreement. 3. Commissions. 3.1. We agree to pay to You the commission specified in the Engagement if We sell to a visitor to Our site (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed Our site and purchased the product or service via a Qualifying Link. 3.2. A "Qualifying Link" is a link from Your site to Our site using one of the URL provided by Us for use in ShareASale if it is the last link to Our site that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A "Session" is the period of time beginning from a Customer's initial contact with Our site via a link from Your site and terminating when the Customer either returns to Our site via a link from a site other than Your site or the Engagement expires or is terminated. 3.3. We shall have the sole right and responsibility for processing all orders made by Customers. You acknowledges that all agreements relating to sales to Customers shall be between Us and the Customer. 3.4. All determinations of Qualifying Links and whether a commission is payable will be made by ShareASale and will be final and binding on both You and Us. Prices for the products will be set solely Us in Our discretion. 4. Ownership and Licenses. 4.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. 4.2. We grant to You a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement or during the registration process in the ShareASale, on Your site solely for the purpose of creating links from Your site(s) to Our site(s) during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, You may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. 4.3. You grant to Us a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by You solely for co-branding purposes or as a return link from Our site(s) to Your site(s). We will remove such graphic or banner ad upon Your request. 5. Termination. 5.1. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through ShareASale. Termination of an Engagement shall not terminate this Agreement or any other Engagement. 5.2. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five day's prior written notice of such termination to the other party and the ShareASale. Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement. 6. Representations. 6.1. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. 6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7. Cross-Indemnification. 7.1. Each party hereby agrees to indemnify, defend and hold harmless the other party and its publishers, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein. 8. Limitation of Liability. 8.1. In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. 9. General. 9.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. 9.2. By accepting any Offer through ShareASale, You agree that you will be deemed to have executed, and will be bound by, this Agreement. 9.3. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. 9.4. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Merchant's headquarters. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to Merchant's headquarters to the attention of Merchant's legal department. 9.5. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties. In Witness whereof, the parties authorized representatives have executed this Master Agreement as of the date of the last signature set forth below.
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