OSEA International, LLC Affiliate Terms & Conditions
Last updated: 9/12/2024
Please read our Affiliate terms and conditions carefully as set forth below (“Terms and Conditions)” before applying to join our Affiliate program. These Terms and Conditions are written to ensure the success of our Affiliate program and our valued Affiliate partners. It is each Affiliate's responsibility to always ensure compliance. Thank you for your interest in OSEA and we look forward to working with you.
DEFINITIONS
As used in the below Terms and Conditions: (i) "oseamalibu.com" "We", "us", "our", or “OSEA” refers to OSEA International, LLC; (ii) "You" or "your" refers to the Affiliate; (iii) "Our Website" or “OSEA Website refers to the website located at https://oseamalibu.com; (iv) “Products” shall mean OSEA-branded products available for sale to end users on the OSEA Website; and (iv) "Program" refers to the OSEA Affiliate Program (the “Program”).
Truthful Information. You acknowledge and agree that you shall only provide OSEA with truthful and accurate information (i.e. - relating to any personal information, email, website information, and/or website credentials) in your application to become an Affiliate. We reserve the right to reject any application; however we encourage you to contact us if you feel we have made an incorrect decision. Please include all websites that you use in your profile as that will help us make a better decision. Providing false or misleading information to us, may result in OSEA removing you from our Affiliate program and we shall reserve the right to reverse any/all sales generated by any Affiliate that has provided false or misleading information in order to enroll within the Program. From time to time, you acknowledge and agree that OSEA may communicate details about the Program to you, through email messaging and you agree to provide an accurate email address to OSEA.
Consumer Confusion. Affiliates are prohibited from advertising, marketing, displaying, or demonstrating non-OSEA products together with OSEA Products in a manner that would create the impression that the non-OSEA products are made by, endorsed by, or associated with OSEA.
Restrictions. Affiliate agrees that they will not, and shall refrain from during the Term, doing any of the following:
- Make any derogatory statements about OSEA and/or OSEA Products;
-Resell or distribute any OSEA Products, including those received for free or as gifts, for commercial purposes;
-Promote OSEA Products, the OSEA brand, or the Affiliate Program via any paid media channels;
-Promote OSEA Products, the OSEA brand, and/or the Affiliate Program via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive to a reasonable person;
-Purchase OSEA keywords or exclusively bid on OSEA keywords (including but not limited to OSEA, OSEA Malibu, and www.oseamalibu.com) and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – will be considered trademark violators, and will be banned from participating in the Affiliate Program;
-Engage in any fraudulent transactions, as reasonably determined by OSEA, including without limitation making transactions from Affiliate’s IP addresses or computers under Affiliate’s control.
Coupon Guidelines. If you are enrolled in our Program and your website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
-You may ONLY advertise coupon codes that are provided to you through Affiliate Window;
-You may NOT advertise coupon codes obtained from our non-affiliate advertising, influencers customer e-mails, paid search, or any other campaign.
-On click through, you must link directly to our website. Framing of our website is strictly prohibited.
-Cookie Stuffing: You must not mislead customers into clicking on an offer/coupon that does not exist or practice similarly deceptive tactics which are generally accepted as "cookie stuffing." These include, but are not limited to using knowingly expired offers, presenting offers that do not exist, presenting a button that claims to show all offers which sets the affiliate cookie, and technology which generates a click/sets the cookie from the action of copying a coupon code.
Unless you have been given express written permission, if you are found to be engaging in any of the aforementioned practices, we reserve the right to reverse any/all sales generated by such practices.
Use of OSEA Intellectual Property. OSEA owns all proprietary rights in and to the OSEA brand, name, logo, trademarks, service marks, trade dress, patents, copyrights, and other intellectual property (the “OSEA IP”). Affiliates are granted a limited, non-exclusive, non-transferable, revocable license to use the OSEA IP solely for purposes of abiding by the Affiliate Program as set forth herein, and this license shall cease immediately upon termination of an Affiliate’s account. OSEA may review, approve, and/or reject, in its sole discretion, an Affiliate’s use or intended use of the OSEA IP at any time and mandate Affiliate to take down such usage upon notice by OSEA. An Affiliate’s use of the OSEA IP shall be in conformance with any guidelines that may be provided by OSEA and must be commercially reasonable as to the size, placement, and other manners of use. All goodwill arising from an Affiliate’s use of the OSEA IP shall inure solely to the benefit of OSEA.
Compliance with Applicable Laws. Affiliates shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale and marketing of the Products. For clarity, the reference to Applicable Laws, shall include all Federal Trade Commission Requirements, including but not limited to the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”), which shall apply to Affiliate’s participating in the Affiliate Program hereunder. Affiliate represents and warrants that Affiliate has read and understands the Guides and their requirements, and that any Content created or published by Afiliate (including, without limitation, social media communications regarding OSEA products, the OSEA brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.
Warranty. Affiliates hereby represents and warrants that it is authorized to enter into this agreement and agrees to abide by the terms and conditions herein. Affiliate hereby represents and warranted it is duly licensed, in good standing, and is, and will remain in compliance with all applicable federal, state, and local laws and regulations.
Indemnity. Affiliate shall indemnify and hold OSEA, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Affiliate’s performance relating to the Affiliate Program including, but not limited to, (a) any claim that Affiliate’s actions performed hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person' s contractual rights; and (b) any breach or alleged breach by Affiliate of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.
Term, Termination. This Agreement will commence on the Effective Date and continue until terminated by either party, as set forth herein (the “Term”). Either Affiliate or OSEA may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by Affiliate. Upon termination, for any reason except breach of the Agreement, OSEA will pay to Affiliate the Commissions due and owing hereunder, and subject to any returns outstanding.
Independent Contractor; No Agency. Affiliate is not and shall not be deemed an employee, agent, joint venture or partner of OSEA, and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever.
Limitation of Liability. IN NO EVENT SHALL OSEA, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “OSEA PARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE OSEA PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH OSEA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE OSEA PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Modification, Cancellation. OSEA reserves the right to cancel the Affiliate Program or to change these Terms & Conditions at any time in its sole discretion. OSEA will notify Affiliates of any changes by sending out an email and publishing it here, with no less than one week's notice. All existing commissions until that point will be honored. OSEA reserves the right to update, amend, cancel or modify this Affiliate Program at any time. Unless otherwise provided, such amendments will take effect immediately and Affiliate’s continued participation in the Affiliate Program, following notice of the amendments will be deemed Affiliate’s acceptance of the amendments. OSEA, in its sole discretion, may revoke its authorization of Affiliate to participate in the Program at any time, for any reason.
Governing Law, Jurisdiction and Venue. The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of California. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within Los Angeles, California.
Notices. All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, return receipt requested, to the parties at their addresses. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received on the third day following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by serving proper notice of such change of address to the other party.
Miscellaneous. If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect. Failure of OSEA to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against OSEA unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by OSEA and Affiliate, this Agreement constitutes the entire agreement between Affiliate and OSEA with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience, and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Affiliate without the express written consent of OSEA. OSEA may assign any or all of its rights and obligations under this Agreement without Affiliate’s written consent to any affiliate or to another third party. Any attempted assignment, delegation or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.
