SophieGrace
Program Terms
Please read this Affiliate Program Agreement ("Agreement") carefully before submitting your application
to participate in this Affiliate Program ("Program"). If you do not accept all of the terms of this
Agreement do not submit an Application. By submitting an Application, you are deemed to have
accepted this Agreement and agreed to be bound by it. As used in this Agreement, "we" "us" "our" and
"SophieGrace" means SophieGrace, Inc. and "Affiliate" "you" and "your" means the
applicant submitting the Application and participating in the Program.
1. Enrollment
a. The Program is professionally managed on the ShareASale.com Inc. ("ShareASale") affiliate network
("Affiliate Network"). This Agreement will be effective upon the Affiliate Networks' acceptance of your
affiliate sign-up request and your linking to and participation in the Program.
2. Linking and Participation in the Affiliate Program
a. To link to and participate in the Program you must be registered with ShareASale and request to be
linked to the merchant, SophieGrace , Inc. Your registration request may be rejected for any
reason or for no reason at either our or ShareASale's sole discretion. Your request will be rejected if it is
determined that your website includes anything that is, including but not limited to, unlawful, harmful,
threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable. For domain
names associated with your site that are registered privately, the domain of your username/email
address must match the URL submitted with your application.
3. Affiliate Marketing Activities
a. In addition to the restrictions contained herein, your marketing activities may be further limited by
the Affiliate Network Agreement you accept when you apply to our Program.
b. All images, product names & numbers, trade names, trademarks, slogans, and/or designs depicted in
any marketing collateral or links made available to you under this Program (collectively, "SophieGrace
Material") are the proprietary property of SophieGrace or its licensors. Affiliates shall use SophieGrace
Materials only as specified herein and shall not misappropriate SophieGrace Material in any way, e.g.,
incorporating the same in a domain name.
4. SophieGrace Trademarks and Pay Per Click ("PPC") Bidding Policy and Other Technologies
a. Permitted:
i. Affiliates may bid on manufacturer-specific terms (please note that some manufacturers have blocked
the use of their terms without prior permission).
b. Not Permitted:
i. Affiliates must not use SophieGrace trademarks in the URL to the right of the domain in the display
URL, e.g. www.yoursite.com/SophieGrace.
ii. Affiliates must not use any of the following URLs (or others we may communicate to you from time
to time), including misspellings and variations, in the display URL at any PPC search engine or various
"content network" sections: www.sophiegrace.ca
See direct linking policy below for additional information.
iii. Affiliates must not include "Official Site" or represent that your advertisement is sponsored or
endorsed by SophieGrace in any way.
iv. Affiliates must not bid on SophieGrace' trademarked terms + "term", e.g. "SophieGrace coupons"
v. Affiliates must not bid on the SophieGrace trademarks and URLs, including but not limited to those
shown below (or others we may communicate to you from time to time), including misspellings and
variations, on any search engine.
SophieGrace
Sophie Grace
SophieGrace Clothing
SophieGrace Brand
Ashley Dress
www.sophiegrace.ca
vi. Product Listing Ads (PLAs)/Shopping Ads: Affiliates are not permitted to use any data feed files,
including network data feeds and shopping network data feeds, in PLAs with any of the search engines.
Use of PLAs is not allowed by Affiliates under any circumstances.
vii. Consumer Shopping Engines (CSEs): Affiliates are not permitted to use any SophieGrace-brand
product datafeed files with CSEs. In addition, CSEs may not permit their third-party partners from
participating in paid search with any of the SophieGrace Materials.
viii. Toolbars, Add-ons, and Plug-Ins: Toolbars, Add-Ons, Plug-Ins, otherwise known as Browser
Extensions or Browser Helper Objects are not permitted to be used in any SophieGrace Affiliate
Program.
ix. Reseller, Auctions: Affiliates are not allowed to resell, auction, mask or manipulate the pricing of any
SophieGrace product.
x. Orders: All orders must be fulfilled by the customer on a SophieGrace-owned website. Affiliates are
not allowed to take and fulfill SophieGrace customer orders or reorders. No link cloaking is permitted.
All referred sales must have a "clicked from" URL associated with a referred sale.
SophieGrace reserves the right to void and reverse commission payouts for any Program order resulting
from fraudulent activity, in its sole discretion. Other voided orders and commission payment reversals
may result from orders being cancelled by the customer, credit card declines, or any other situation that
may result with an order not being billed and shipped.
c. Direct Linking Policy
i. Direct to merchant linking is not permitted on any Search Engines including Google, Yahoo, and Bing,
or from social media sites including but not limited to, Facebook, Twitter, YouTube, Instagram or
Pinterest.
ii. Direct to merchant linking is not allowed through Email, Newsletters, or any other form of electronic
promotion conducted on behalf of SophieGrace Affiliate partner.
d. Geo-Targeting and Day Parting
i. Geo-targeting and day parting is allowed on all search engines provided all policies regarding display
URL, competitor terms, and trademarks are followed.
ii. Using geo-targeting and day parting to avoid enforcement of SophieGrace' PPC policy is strictly
prohibited and constitutes grounds for immediate removal from our Affiliate Program and reversal of
commissions up to 30 days prior to the date of the violation.
e. Ad Copy and Content Restrictions
i. Truth in advertising. Affiliates are required to be truthful about any advertisement representing SophieGrace including rebate, coupon, and sales offers.
ii. Affiliate's advertising offers and sites must not be shown or construed as an official SophieGrace endorsed advertisement or site.
f. Additional Exclusions, Penalties, and Notifications
i. SophieGrace reserves the right to enforce this PPC policy for individual affiliates at our sole discretion.
ii. Excluded affiliates will be required to agree via signed contract to any exclusion permitted herein.
Do not assume exclusion via verbal or written communication.
iii. A violation of these terms may result in commission reduction to 0% unless we receive and accept a
response from you that you will correct your behavior consistent with this Agreement or may result in
immediate termination of the affiliate relationship and may be cause for reversal of past commissions
earned up to 30 days. From time to time, SophieGrace may review its PPC policy and this Agreement
and implement changes consistent with the way search engines operate or for other modifications in
our sole discretion. Any material changes will be announced via the SophieGrace Affiliate Program's
newsletters, group email, or other such communication. Affiliates will have seven business days to
comply with Program changes.
iv. Violations of SophieGrace' PPC policy or this Agreement may be reported to us directly or vis-à-vis
our third-party Program administrator. Please have all applicable proof including but not limited to
screen shots of the ad, geographical location of the ad, URL/Network tracking information, and the
search engine where the ad was found.
g. Online Advertising (organic links)
i. Affiliates that use the SophieGrace' branded trademark terms in any organic search link must use the
terms in a fair manner, i.e. in a way that is not confusing, misleading, does not dilute or disparage our
trademarks, and is in keeping with generally recognized and accepted practices of fair use under U.S.
Trademark and Copyright Law. Organic listing titles and descriptions must state only the offers that are
available through the Affiliate network, SophieGrace merchant, or advertiser account. SophieGrace
reserves the right to cause the reversal of commission payments or remove an Affiliate from the
Program due to a violation of these organic link guidelines.
h. Social Media
i. All social media marketing on behalf of the Affiliate promoting SophieGrace brands must link back to
the Affiliate website where the SophieGrace offers are displayed. Affiliates shall not direct link or drop
cookies and set affiliates links on their social pages that pertain to SophieGrace brands and offers. All
cookies and links must be set at the Affiliate website. SophieGrace reserves the right to reverse
commission or remove any affiliate in violation of these social media guidelines.
i. Electronic Mail
i. Affiliates shall not send any emails, directly or indirectly, that advertise or promotes SophieGrace, its
products, services, web sites, or offers without SophieGrace' prior express written consent. If consent is
provided, Affiliate must include SophieGrace on its email distribution list at one or more e-mail
addresses to be provided by us to you at or after such consent is provided. Affiliate shall not send any
unsolicited commercial e-mail or other unsolicited online communications. Affiliate hereby represents
that it will comply with all laws, rules, regulations, and ordinances relating to the sending of commercial
emails, including, but not limited to, the federal CAN-SPAM Act of 2003. In addition, Affiliate shall not
generate or send any material advertising or promoting any SophieGrace products or services via
facsimile or engage in any telemarketing activities with respect to SophieGrace' products or services.
j. SophieGrace Trademarks
i. In any marketing activities where a reference is made to SophieGrace or to any of SophieGrace'
trademarks, Affiliate must identify itself as an affiliate by using the terms "affiliate" or "aff."
ii. Except as otherwise set forth in this Agreement, Affiliate shall not use SophieGrace' name,
trademarks, service marks or any derivations or variations thereof in any manner, including without
limitation, (a) in meta tags, (b) in hidden text or source code or (c) in Affiliate's domain name or any
other part of Affiliate's universal record locator (URL).
iii. Except as expressly authorized by this Agreement, Affiliate shall not use any of SophieGrace'
trademarked terms, either alone or in conjunction with or as part of any other word or name, in any
advertisement, publicity or promotion on Affiliate's behalf, to express or imply any endorsement by
SophieGrace of any services provided by Affiliate, or in any other manner whatsoever.
iv. Affiliates found in violation of this section are subject to punitive actions by us, without further
notice. Such actions include but are not limited to suspension or termination of Affiliate account,
withholding of payments to Affiliate; and publication (at our discretion) of Affiliate's activities.
5. Links and Images
a. SophieGrace shall make available to Affiliates, via the Affiliate Network web site, a variety of graphic
and textual images (the "Images") that serve to identify your site as a member of the Program and that
will establish "Links" from any and all websites you own, operate or control ("your site") to the websites
owned, operated and/or controlled by SophieGrace that are provided by SophieGrace to you from
time to time under the Program ("our site"). You shall cooperate fully with SophieGrace in establishing
and maintaining Links. You may display in your site only those Images provided to you by SophieGrace
which may by discontinued or replaced at any time in our sole discretion.
b. Upon request, you shall remove any Image from your site and replace it with a new Image provided
by us or ShareASale. Banner ad link codes cannot at any time be modified by you, as doing so will not
allow proper reporting of traffic sent through such banner link code. You agree that each Link
connecting users of your site to our site will in no way alter the look, feel, or functionality of our site.
SophieGrace and/or our Affiliate Network(s) may monitor your site at any time to determine if you are
in compliance with these terms.
c. No user generated or subscription base codes or scraped codes are allowed to be entered on SophieGrace branded pages on the Affiliate website. Only the website owner is allowed to place banners, links
and codes on SophieGrace branded pages. Only coupon codes provided by us or ShareASale may be
promoted by Affiliates under any circumstance.
d. SophieGrace reserves the right to cause the reversal of commission payments or remove an Affiliate
from the Program due to a violation of these link, images, and coupon code guidelines.
6. Affiliate's Obligations
a. Place Links on your site within 30 days of your acceptance into the Program.
b. Actively participate in the Program by accessing and using promotional Links via the ShareASale
network.
c. You agree to be solely responsible for all costs and expenses you may incur in connection with your
participation in the Program and/or your performance under this Agreement including:
i. The development, operation and maintenance of your site;
ii. All materials that appear on your site and the accuracy and appropriateness of such materials;
iii. Ensuring that any such materials do not violate or infringe upon the rights of any third party,
including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights, are
not libelous, defamatory, misleading, false or deceptive or otherwise illegal; and
iv. Ensuring that your site and your business practices do not violate this Agreement.
d. You agree to keep your application with ShareASale updated with current and accurate information
(including WHOIS information) and, at all times, list the web sites you are using to drive traffic to us. For
domain names associated with your site that are registered privately, the domain of your
username/email address must match the URL submitted with your application.
e. You agree not to make any representations, either express or implied, or create an appearance or
impression, directly or indirectly, that a visitor to your site is visiting our site, that a visitor to our site is
visiting your site or that SophieGrace endorses you or your site or your products and services (e.g., you
are agreeing not to "frame" any pages or portions of our site).
7. Affiliate Code of Conduct. Affiliates must not partake in any of the following activities:
a. You agree not to participate in spy ware, ad ware or parasite ware techniques for driving traffic. This
includes installing or causing to install, spyware on another's computer, or using context-based
triggering mechanisms to display advertisements that obscure paid advertising other content on a
website in a way that interferes with one's ability to view that website. We reserve the right to research
and investigate affiliates and their activities and, at our own discretion, determine whether or not these
practices are in place. Affiliates found in violation of this policy will be immediately terminated from the
Affiliate Program with any unpaid commissions forfeited;
b. Attempt to modify or alter our site in any way;
c. Engage in any direct or indirect relationships with ISPs and/or mobile carriers that results in address
bar keyword and URL error trafficking (e.g., a user mistypes a web address in the ISPs address bar or
search bar and is redirected to a web page that contains a link that directs the user to, e.g. our site);
d. Employ the use of any type of software download or technology which attempts to intercept or
redirect traffic or referral fees to or from any website;
e. Without our prior written approval, use any of our trademarks or SophieGrace Material in an
advertisement that is not created or provided by us in any way that might suggest, imply or mislead, or
is likely to mislead a visitor of your website into believing that SophieGrace., any of our other sites, or
any related entity was the creator or sponsor of such advertisement;
f. Employ, use, or receive any direct or indirect benefit from, any "cookie stuffing" methods (e.g., use of
"cookie stuffing" to cause Affiliate tracking systems to conclude that a user has clicked through a
commissionable link and to pay commissions accordingly, even if the user has not actually clicked
through any such link);
g. Display any material on a website containing a link to our site which contains viruses, Trojan horses,
worms, time bombs, cancel bots or other similar harmful or deleterious programming routines;
h. Without our prior written approval, use any widgets on your website that include any of our
trademarks, SophieGrace Materials, or directly or indirectly send traffic to one of our sites;
i. Publish, link to, sell, otherwise distribute, or place a commissionable link on the same page or in close
proximity to any objectionable content, i.e., any material which, in our sole discretion, is offensive, e.g.,
hate speech, promotes violence or defames a particular group of people, contains nudity, explicit
violence or sexual material or depictions thereof or promotes alcohol, tobacco, or gambling/lottery.
8. Publicity
a. Except for the material made available to you by an Affiliate Network for your participation in the
Program, you shall not create, publish, distribute, or permit any material that makes reference to SophieGrace or the Program without first obtaining our explicit written consent which may be granted or
withheld at our sole discretion.
9. Policies and Pricing
a. Customers who buy SophieGrace' products and services through the Program are deemed to be
customers of SophieGrace. As such, all of SophieGrace' policies and operating procedures concerning
customer orders, customer service, and product and service sales shall apply. SophieGrace shall own
and retain all right, title and interest in all names, addresses and other identifying information of
customers visiting our site ("Customer Data") which is collected by SophieGrace, including without
limitation, customers who access our site from your site, and Affiliate shall have no right to use any such
Customer Data.
b. You may not include price information in your product descriptions without our explicit written
consent. You shall refer all questions, requests and queries regarding our products and services to us.
Affiliate does not have the authority to make or accept any offer on our behalf.
c. SophieGrace reserves the right to withhold Affiliate commissions and/or terminate this Agreement
for Affiliates found to be in violation of this policy.
10. Commission Payment
a. SophieGrace is neither responsible nor liable for any type of commission payments to you. The
ShareASale Affiliate Network handles and is solely responsible for any and all commission payments.
11. Licenses and Use of Logos and Trademarks
a. SophieGrace grants you a limited, non-exclusive, non-transferable, revocable right to:
i. Access our site through the Links solely in accordance with, and for the contemplated purpose of this
Agreement, and
ii. To use the branded trademarked terms shown below (only in the form(s) that they appear on the
SophieGrace Affiliate Program ShareASale web pages) solely in connection with such Links, (collectively,
the "Licensed Materials"), for the sole purpose of promoting SophieGrace' products and services on
your site. You may not copy, distribute, alter, modify, reverse engineer, or create derivative works from
the Licensed Materials. SophieGrace may revoke your license at any time by giving you notice. Any
goodwill arising out of your use of the Licensed Materials shall inure to the benefit of SophieGrace only.
b. You shall not make any specific use of any Licensed Materials for purposes other than promoting
SophieGrace products and services on your site. You agree not to use the Licensed Materials in a
manner that is misleading or deceptive or that disparages the Program, SophieGrace or its affiliates or
any of its or their products or services, or that otherwise portrays SophieGrace, in its sole discretion, in
a negative light. SophieGrace reserves all rights in the Licensed Materials. At no time during the Term
or thereafter will you challenge, or assist others in challenging, the validity of the Licensed Materials or
the registration thereof or attempt to register any confusingly similar trademarks, service marks, logos,
trade names or domain names. Except for the limited license set forth above, no license or other rights
to the Licensed Materials will be deemed granted to you hereunder or in connection with the Program,
by implication, estoppel or otherwise.
c. You agree that any breach by you of your obligations regarding Licensed Materials during the term or
thereafter may result in irreparable injury to SophieGrace for which there may be no adequate remedy
at law. Therefore, in the event of any breach or threatened breach of such obligations of yours, Direct
SophieGrace will be entitled to seek equitable relief in addition to its other available legal remedies in a court
of competent jurisdiction.
d. You grant to SophieGrace a non-exclusive license to use your names, titles, logos, and trademarks
(the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner your
participation in the Program and/or to further SophieGrace' rights hereunder. Notwithstanding, we are
not obligated to advertise, market, promote or publicize your participation in our Program or the
existence of, or any other aspect of the Program.
e. The licenses granted hereunder shall run concurrently with the term of this Agreement.
12. Term and Termination
a. This Agreement shall apply and be effective as of the date your ShareASale merchant link sign-up
request is accepted and shall remain in effect for as long as you continue to participate in the Program,
comply with the terms of this Agreement, or maintain Links to our site on your site. Notwithstanding the
foregoing, either of us may terminate this Agreement at any time, with or without cause, by giving the
other party notice of such termination. No commissions shall accrue or be earned by you after
termination.
b. SophieGrace reserves the right to immediately terminate Affiliate and remove Affiliate from the
SophieGrace Program if Affiliate breaches any terms of this Agreement.
c. Affiliate is only eligible to earn commissions on sales occurring during the term of this Agreement, and
fees earned through the date of termination will remain payable only if the related orders are not
canceled or returned. SophieGrace may withhold Affiliate's final payment for a reasonable time to
ensure that the correct amount is paid. If SophieGrace has reason to believe Affiliate's orders/referrals
were obtained fraudulently or through misrepresentation, SophieGrace shall have the right to withhold
payment of commissions pending an investigation of the suspected fraud or misrepresentation.
d. Upon termination of this Agreement, (a) all licenses hereunder shall terminate and (b) you shall
immediately remove all Licensed Materials from Your Site and cease using SophieGrace' name, logos,
trademarks, service marks, trade dress, and/or proprietary technology.
13. Program Modification
a. SophieGrace may modify this Agreement or the Program terms at any time in its sole discretion. You
will be notified of any replacement of or changes to these Terms and Conditions via e-mail by a change
notice. If you no long wish to be bound by the Program terms, as modified, you must immediately
discontinue your participation in the Program and notify us accordingly. Your continued participation in
the Program following any notice of change to this Agreement or the Program terms shall constitute
your binding acceptance of the same as replaced or modified.
14. Relationship of Parties
a. You and SophieGrace are independent contractors and nothing in this Agreement shall be construed
to create any partnership, joint venture, agency, franchise, sales representative, or employment
relationship. You have no authority to make or accept any offers or representations on behalf of SophieGrace. You may not make any statement, whether on your site or otherwise, that contradicts anything
contained in this section.
15. Representations and Warranties
a. Each party represents to the other that it has the authority to enter into this Agreement and sufficient
rights to grant any licenses granted hereby.
b. Affiliate represents that the contents of Your Site and any domain names associated with Your Site do
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. Contain defamatory or libelous material;
iv. Contain lewd, pornographic, or obscene material;
v. Violate any laws regarding unfair competition, anti-discrimination, or false advertising;
vi. Promote violence or contain hate speech; or
vii. Contain viruses, Trojan horses, worms, time bombs, cancel bots, or other similar harmful or
deleterious programming routines.
c. Affiliate represents that it has and complies with a privacy policy consistent with federal and state
laws and regulations, which is prominently displayed on its website.
d. SophieGrace is not obligated to make any representations, warranties or other statements
concerning you, your site, your site policies or any of your products or services.
e. AFFILIATE UNDERSTANDS THAT SophieGrace MAY AT ANY TIME, DIRECTLY OR INDIRECTLY, SOLICIT
CUSTOMER REFERRALS AND ENTER INTO SIMILAR AGREEMENTS ON TERMS THAT MAY BE THE SAME,
SIMILAR OR DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR ENTER INTO AN AGREEMENT
WITH COMPETITORS OF AFFILIATE, OR MAY OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE
WITH AFFILIATE'S WEB SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF
PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED HEREUNDER AND IT IS NOT RELYING ON ANY
REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SPECIFICALLY SET FORTH IN THIS
AGREEMENT.
16. Confidentiality
a. Except as otherwise provided herein or with the written consent of the other party, each party agrees
that all information including, without limitation, business and financial information, customer and
vendor lists and information, and pricing and sales information, concerning SophieGrace or you, or any
other affiliate, provided by or on behalf of any of them shall remain strictly confidential and shall not be
used, directly or indirectly, by such party for its 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 such party hereto or its affiliates. Notwithstanding the foregoing, each
party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a
subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents
on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.
17. Disclaimer and Limitation of Liability
a. SophieGrace MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT
TO THE PROGRAM, OUR SITE OR ANY SophieGrace PRODUCTS OR SERVICES SOLD THROUGH THE
PROGRAM, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE
OF PERFORMANCE, DEALING, OR TRADE USAGE. SophieGrace MAKES NO REPRESENTATION THAT
THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE SHALL NOT BE LIABLE
FOR THE CONSEQUENCES OF ANY SUCH INTERRUPTIONS OR ERRORS.
b. SophieGrace SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS
AGREEMENT, THE PROGRAM OR YOUR PARTICIPATION IN THE PROGRAM, EVEN IF IT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY AVAILABLE WITH RESPECT TO THIS
AGREEMENT AND/OR THE PROGRAM OR ANY BREACH BY SophieGrace HEREOF SHALL BE TO
TERMINATE YOUR PARTICIPATION IN THE PROGRAM.
18. Indemnification
a. Affiliate agrees to indemnify, defend and hold harmless SophieGrace and its affiliates, 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.
19. Jurisdiction/Venue
a. Any action to enforce this Agreement shall be brought\to the jurisdiction of such federal or Provincial courts.
20. References/Testimonials
a. You agree to cooperate with us in the development of testimonies and other such marketing material.
You grant us rights to reference you in any and all marketing materials, without further
compensation.
b. Notices from us to you may be sent via mail, postage prepaid, facsimile, or e-mail using
the contact information on file held by SophieGrace or ShareASale.
22. Integration
a. This Agreement constitutes the final and complete agreement between you and SophieGrace
regarding the Program and supersedes all prior and contemporaneous, understandings, agreements and
communications, written or oral, with respect to the subject matter hereof.
23. Acknowledgement and Acceptance
a. By submitting this application and clicking the link below, I hereby certify that I am authorized to act
on behalf of Affiliate and that I have read and accepted the terms, conditions and disclosures associated
with this Agreement.
to participate in this Affiliate Program ("Program"). If you do not accept all of the terms of this
Agreement do not submit an Application. By submitting an Application, you are deemed to have
accepted this Agreement and agreed to be bound by it. As used in this Agreement, "we" "us" "our" and
"SophieGrace" means SophieGrace, Inc. and "Affiliate" "you" and "your" means the
applicant submitting the Application and participating in the Program.
1. Enrollment
a. The Program is professionally managed on the ShareASale.com Inc. ("ShareASale") affiliate network
("Affiliate Network"). This Agreement will be effective upon the Affiliate Networks' acceptance of your
affiliate sign-up request and your linking to and participation in the Program.
2. Linking and Participation in the Affiliate Program
a. To link to and participate in the Program you must be registered with ShareASale and request to be
linked to the merchant, SophieGrace , Inc. Your registration request may be rejected for any
reason or for no reason at either our or ShareASale's sole discretion. Your request will be rejected if it is
determined that your website includes anything that is, including but not limited to, unlawful, harmful,
threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable. For domain
names associated with your site that are registered privately, the domain of your username/email
address must match the URL submitted with your application.
3. Affiliate Marketing Activities
a. In addition to the restrictions contained herein, your marketing activities may be further limited by
the Affiliate Network Agreement you accept when you apply to our Program.
b. All images, product names & numbers, trade names, trademarks, slogans, and/or designs depicted in
any marketing collateral or links made available to you under this Program (collectively, "SophieGrace
Material") are the proprietary property of SophieGrace or its licensors. Affiliates shall use SophieGrace
Materials only as specified herein and shall not misappropriate SophieGrace Material in any way, e.g.,
incorporating the same in a domain name.
4. SophieGrace Trademarks and Pay Per Click ("PPC") Bidding Policy and Other Technologies
a. Permitted:
i. Affiliates may bid on manufacturer-specific terms (please note that some manufacturers have blocked
the use of their terms without prior permission).
b. Not Permitted:
i. Affiliates must not use SophieGrace trademarks in the URL to the right of the domain in the display
URL, e.g. www.yoursite.com/SophieGrace.
ii. Affiliates must not use any of the following URLs (or others we may communicate to you from time
to time), including misspellings and variations, in the display URL at any PPC search engine or various
"content network" sections: www.sophiegrace.ca
See direct linking policy below for additional information.
iii. Affiliates must not include "Official Site" or represent that your advertisement is sponsored or
endorsed by SophieGrace in any way.
iv. Affiliates must not bid on SophieGrace' trademarked terms + "term", e.g. "SophieGrace coupons"
v. Affiliates must not bid on the SophieGrace trademarks and URLs, including but not limited to those
shown below (or others we may communicate to you from time to time), including misspellings and
variations, on any search engine.
SophieGrace
Sophie Grace
SophieGrace Clothing
SophieGrace Brand
Ashley Dress
www.sophiegrace.ca
vi. Product Listing Ads (PLAs)/Shopping Ads: Affiliates are not permitted to use any data feed files,
including network data feeds and shopping network data feeds, in PLAs with any of the search engines.
Use of PLAs is not allowed by Affiliates under any circumstances.
vii. Consumer Shopping Engines (CSEs): Affiliates are not permitted to use any SophieGrace-brand
product datafeed files with CSEs. In addition, CSEs may not permit their third-party partners from
participating in paid search with any of the SophieGrace Materials.
viii. Toolbars, Add-ons, and Plug-Ins: Toolbars, Add-Ons, Plug-Ins, otherwise known as Browser
Extensions or Browser Helper Objects are not permitted to be used in any SophieGrace Affiliate
Program.
ix. Reseller, Auctions: Affiliates are not allowed to resell, auction, mask or manipulate the pricing of any
SophieGrace product.
x. Orders: All orders must be fulfilled by the customer on a SophieGrace-owned website. Affiliates are
not allowed to take and fulfill SophieGrace customer orders or reorders. No link cloaking is permitted.
All referred sales must have a "clicked from" URL associated with a referred sale.
SophieGrace reserves the right to void and reverse commission payouts for any Program order resulting
from fraudulent activity, in its sole discretion. Other voided orders and commission payment reversals
may result from orders being cancelled by the customer, credit card declines, or any other situation that
may result with an order not being billed and shipped.
c. Direct Linking Policy
i. Direct to merchant linking is not permitted on any Search Engines including Google, Yahoo, and Bing,
or from social media sites including but not limited to, Facebook, Twitter, YouTube, Instagram or
Pinterest.
ii. Direct to merchant linking is not allowed through Email, Newsletters, or any other form of electronic
promotion conducted on behalf of SophieGrace Affiliate partner.
d. Geo-Targeting and Day Parting
i. Geo-targeting and day parting is allowed on all search engines provided all policies regarding display
URL, competitor terms, and trademarks are followed.
ii. Using geo-targeting and day parting to avoid enforcement of SophieGrace' PPC policy is strictly
prohibited and constitutes grounds for immediate removal from our Affiliate Program and reversal of
commissions up to 30 days prior to the date of the violation.
e. Ad Copy and Content Restrictions
i. Truth in advertising. Affiliates are required to be truthful about any advertisement representing SophieGrace including rebate, coupon, and sales offers.
ii. Affiliate's advertising offers and sites must not be shown or construed as an official SophieGrace endorsed advertisement or site.
f. Additional Exclusions, Penalties, and Notifications
i. SophieGrace reserves the right to enforce this PPC policy for individual affiliates at our sole discretion.
ii. Excluded affiliates will be required to agree via signed contract to any exclusion permitted herein.
Do not assume exclusion via verbal or written communication.
iii. A violation of these terms may result in commission reduction to 0% unless we receive and accept a
response from you that you will correct your behavior consistent with this Agreement or may result in
immediate termination of the affiliate relationship and may be cause for reversal of past commissions
earned up to 30 days. From time to time, SophieGrace may review its PPC policy and this Agreement
and implement changes consistent with the way search engines operate or for other modifications in
our sole discretion. Any material changes will be announced via the SophieGrace Affiliate Program's
newsletters, group email, or other such communication. Affiliates will have seven business days to
comply with Program changes.
iv. Violations of SophieGrace' PPC policy or this Agreement may be reported to us directly or vis-à-vis
our third-party Program administrator. Please have all applicable proof including but not limited to
screen shots of the ad, geographical location of the ad, URL/Network tracking information, and the
search engine where the ad was found.
g. Online Advertising (organic links)
i. Affiliates that use the SophieGrace' branded trademark terms in any organic search link must use the
terms in a fair manner, i.e. in a way that is not confusing, misleading, does not dilute or disparage our
trademarks, and is in keeping with generally recognized and accepted practices of fair use under U.S.
Trademark and Copyright Law. Organic listing titles and descriptions must state only the offers that are
available through the Affiliate network, SophieGrace merchant, or advertiser account. SophieGrace
reserves the right to cause the reversal of commission payments or remove an Affiliate from the
Program due to a violation of these organic link guidelines.
h. Social Media
i. All social media marketing on behalf of the Affiliate promoting SophieGrace brands must link back to
the Affiliate website where the SophieGrace offers are displayed. Affiliates shall not direct link or drop
cookies and set affiliates links on their social pages that pertain to SophieGrace brands and offers. All
cookies and links must be set at the Affiliate website. SophieGrace reserves the right to reverse
commission or remove any affiliate in violation of these social media guidelines.
i. Electronic Mail
i. Affiliates shall not send any emails, directly or indirectly, that advertise or promotes SophieGrace, its
products, services, web sites, or offers without SophieGrace' prior express written consent. If consent is
provided, Affiliate must include SophieGrace on its email distribution list at one or more e-mail
addresses to be provided by us to you at or after such consent is provided. Affiliate shall not send any
unsolicited commercial e-mail or other unsolicited online communications. Affiliate hereby represents
that it will comply with all laws, rules, regulations, and ordinances relating to the sending of commercial
emails, including, but not limited to, the federal CAN-SPAM Act of 2003. In addition, Affiliate shall not
generate or send any material advertising or promoting any SophieGrace products or services via
facsimile or engage in any telemarketing activities with respect to SophieGrace' products or services.
j. SophieGrace Trademarks
i. In any marketing activities where a reference is made to SophieGrace or to any of SophieGrace'
trademarks, Affiliate must identify itself as an affiliate by using the terms "affiliate" or "aff."
ii. Except as otherwise set forth in this Agreement, Affiliate shall not use SophieGrace' name,
trademarks, service marks or any derivations or variations thereof in any manner, including without
limitation, (a) in meta tags, (b) in hidden text or source code or (c) in Affiliate's domain name or any
other part of Affiliate's universal record locator (URL).
iii. Except as expressly authorized by this Agreement, Affiliate shall not use any of SophieGrace'
trademarked terms, either alone or in conjunction with or as part of any other word or name, in any
advertisement, publicity or promotion on Affiliate's behalf, to express or imply any endorsement by
SophieGrace of any services provided by Affiliate, or in any other manner whatsoever.
iv. Affiliates found in violation of this section are subject to punitive actions by us, without further
notice. Such actions include but are not limited to suspension or termination of Affiliate account,
withholding of payments to Affiliate; and publication (at our discretion) of Affiliate's activities.
5. Links and Images
a. SophieGrace shall make available to Affiliates, via the Affiliate Network web site, a variety of graphic
and textual images (the "Images") that serve to identify your site as a member of the Program and that
will establish "Links" from any and all websites you own, operate or control ("your site") to the websites
owned, operated and/or controlled by SophieGrace that are provided by SophieGrace to you from
time to time under the Program ("our site"). You shall cooperate fully with SophieGrace in establishing
and maintaining Links. You may display in your site only those Images provided to you by SophieGrace
which may by discontinued or replaced at any time in our sole discretion.
b. Upon request, you shall remove any Image from your site and replace it with a new Image provided
by us or ShareASale. Banner ad link codes cannot at any time be modified by you, as doing so will not
allow proper reporting of traffic sent through such banner link code. You agree that each Link
connecting users of your site to our site will in no way alter the look, feel, or functionality of our site.
SophieGrace and/or our Affiliate Network(s) may monitor your site at any time to determine if you are
in compliance with these terms.
c. No user generated or subscription base codes or scraped codes are allowed to be entered on SophieGrace branded pages on the Affiliate website. Only the website owner is allowed to place banners, links
and codes on SophieGrace branded pages. Only coupon codes provided by us or ShareASale may be
promoted by Affiliates under any circumstance.
d. SophieGrace reserves the right to cause the reversal of commission payments or remove an Affiliate
from the Program due to a violation of these link, images, and coupon code guidelines.
6. Affiliate's Obligations
a. Place Links on your site within 30 days of your acceptance into the Program.
b. Actively participate in the Program by accessing and using promotional Links via the ShareASale
network.
c. You agree to be solely responsible for all costs and expenses you may incur in connection with your
participation in the Program and/or your performance under this Agreement including:
i. The development, operation and maintenance of your site;
ii. All materials that appear on your site and the accuracy and appropriateness of such materials;
iii. Ensuring that any such materials do not violate or infringe upon the rights of any third party,
including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights, are
not libelous, defamatory, misleading, false or deceptive or otherwise illegal; and
iv. Ensuring that your site and your business practices do not violate this Agreement.
d. You agree to keep your application with ShareASale updated with current and accurate information
(including WHOIS information) and, at all times, list the web sites you are using to drive traffic to us. For
domain names associated with your site that are registered privately, the domain of your
username/email address must match the URL submitted with your application.
e. You agree not to make any representations, either express or implied, or create an appearance or
impression, directly or indirectly, that a visitor to your site is visiting our site, that a visitor to our site is
visiting your site or that SophieGrace endorses you or your site or your products and services (e.g., you
are agreeing not to "frame" any pages or portions of our site).
7. Affiliate Code of Conduct. Affiliates must not partake in any of the following activities:
a. You agree not to participate in spy ware, ad ware or parasite ware techniques for driving traffic. This
includes installing or causing to install, spyware on another's computer, or using context-based
triggering mechanisms to display advertisements that obscure paid advertising other content on a
website in a way that interferes with one's ability to view that website. We reserve the right to research
and investigate affiliates and their activities and, at our own discretion, determine whether or not these
practices are in place. Affiliates found in violation of this policy will be immediately terminated from the
Affiliate Program with any unpaid commissions forfeited;
b. Attempt to modify or alter our site in any way;
c. Engage in any direct or indirect relationships with ISPs and/or mobile carriers that results in address
bar keyword and URL error trafficking (e.g., a user mistypes a web address in the ISPs address bar or
search bar and is redirected to a web page that contains a link that directs the user to, e.g. our site);
d. Employ the use of any type of software download or technology which attempts to intercept or
redirect traffic or referral fees to or from any website;
e. Without our prior written approval, use any of our trademarks or SophieGrace Material in an
advertisement that is not created or provided by us in any way that might suggest, imply or mislead, or
is likely to mislead a visitor of your website into believing that SophieGrace., any of our other sites, or
any related entity was the creator or sponsor of such advertisement;
f. Employ, use, or receive any direct or indirect benefit from, any "cookie stuffing" methods (e.g., use of
"cookie stuffing" to cause Affiliate tracking systems to conclude that a user has clicked through a
commissionable link and to pay commissions accordingly, even if the user has not actually clicked
through any such link);
g. Display any material on a website containing a link to our site which contains viruses, Trojan horses,
worms, time bombs, cancel bots or other similar harmful or deleterious programming routines;
h. Without our prior written approval, use any widgets on your website that include any of our
trademarks, SophieGrace Materials, or directly or indirectly send traffic to one of our sites;
i. Publish, link to, sell, otherwise distribute, or place a commissionable link on the same page or in close
proximity to any objectionable content, i.e., any material which, in our sole discretion, is offensive, e.g.,
hate speech, promotes violence or defames a particular group of people, contains nudity, explicit
violence or sexual material or depictions thereof or promotes alcohol, tobacco, or gambling/lottery.
8. Publicity
a. Except for the material made available to you by an Affiliate Network for your participation in the
Program, you shall not create, publish, distribute, or permit any material that makes reference to SophieGrace or the Program without first obtaining our explicit written consent which may be granted or
withheld at our sole discretion.
9. Policies and Pricing
a. Customers who buy SophieGrace' products and services through the Program are deemed to be
customers of SophieGrace. As such, all of SophieGrace' policies and operating procedures concerning
customer orders, customer service, and product and service sales shall apply. SophieGrace shall own
and retain all right, title and interest in all names, addresses and other identifying information of
customers visiting our site ("Customer Data") which is collected by SophieGrace, including without
limitation, customers who access our site from your site, and Affiliate shall have no right to use any such
Customer Data.
b. You may not include price information in your product descriptions without our explicit written
consent. You shall refer all questions, requests and queries regarding our products and services to us.
Affiliate does not have the authority to make or accept any offer on our behalf.
c. SophieGrace reserves the right to withhold Affiliate commissions and/or terminate this Agreement
for Affiliates found to be in violation of this policy.
10. Commission Payment
a. SophieGrace is neither responsible nor liable for any type of commission payments to you. The
ShareASale Affiliate Network handles and is solely responsible for any and all commission payments.
11. Licenses and Use of Logos and Trademarks
a. SophieGrace grants you a limited, non-exclusive, non-transferable, revocable right to:
i. Access our site through the Links solely in accordance with, and for the contemplated purpose of this
Agreement, and
ii. To use the branded trademarked terms shown below (only in the form(s) that they appear on the
SophieGrace Affiliate Program ShareASale web pages) solely in connection with such Links, (collectively,
the "Licensed Materials"), for the sole purpose of promoting SophieGrace' products and services on
your site. You may not copy, distribute, alter, modify, reverse engineer, or create derivative works from
the Licensed Materials. SophieGrace may revoke your license at any time by giving you notice. Any
goodwill arising out of your use of the Licensed Materials shall inure to the benefit of SophieGrace only.
b. You shall not make any specific use of any Licensed Materials for purposes other than promoting
SophieGrace products and services on your site. You agree not to use the Licensed Materials in a
manner that is misleading or deceptive or that disparages the Program, SophieGrace or its affiliates or
any of its or their products or services, or that otherwise portrays SophieGrace, in its sole discretion, in
a negative light. SophieGrace reserves all rights in the Licensed Materials. At no time during the Term
or thereafter will you challenge, or assist others in challenging, the validity of the Licensed Materials or
the registration thereof or attempt to register any confusingly similar trademarks, service marks, logos,
trade names or domain names. Except for the limited license set forth above, no license or other rights
to the Licensed Materials will be deemed granted to you hereunder or in connection with the Program,
by implication, estoppel or otherwise.
c. You agree that any breach by you of your obligations regarding Licensed Materials during the term or
thereafter may result in irreparable injury to SophieGrace for which there may be no adequate remedy
at law. Therefore, in the event of any breach or threatened breach of such obligations of yours, Direct
SophieGrace will be entitled to seek equitable relief in addition to its other available legal remedies in a court
of competent jurisdiction.
d. You grant to SophieGrace a non-exclusive license to use your names, titles, logos, and trademarks
(the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner your
participation in the Program and/or to further SophieGrace' rights hereunder. Notwithstanding, we are
not obligated to advertise, market, promote or publicize your participation in our Program or the
existence of, or any other aspect of the Program.
e. The licenses granted hereunder shall run concurrently with the term of this Agreement.
12. Term and Termination
a. This Agreement shall apply and be effective as of the date your ShareASale merchant link sign-up
request is accepted and shall remain in effect for as long as you continue to participate in the Program,
comply with the terms of this Agreement, or maintain Links to our site on your site. Notwithstanding the
foregoing, either of us may terminate this Agreement at any time, with or without cause, by giving the
other party notice of such termination. No commissions shall accrue or be earned by you after
termination.
b. SophieGrace reserves the right to immediately terminate Affiliate and remove Affiliate from the
SophieGrace Program if Affiliate breaches any terms of this Agreement.
c. Affiliate is only eligible to earn commissions on sales occurring during the term of this Agreement, and
fees earned through the date of termination will remain payable only if the related orders are not
canceled or returned. SophieGrace may withhold Affiliate's final payment for a reasonable time to
ensure that the correct amount is paid. If SophieGrace has reason to believe Affiliate's orders/referrals
were obtained fraudulently or through misrepresentation, SophieGrace shall have the right to withhold
payment of commissions pending an investigation of the suspected fraud or misrepresentation.
d. Upon termination of this Agreement, (a) all licenses hereunder shall terminate and (b) you shall
immediately remove all Licensed Materials from Your Site and cease using SophieGrace' name, logos,
trademarks, service marks, trade dress, and/or proprietary technology.
13. Program Modification
a. SophieGrace may modify this Agreement or the Program terms at any time in its sole discretion. You
will be notified of any replacement of or changes to these Terms and Conditions via e-mail by a change
notice. If you no long wish to be bound by the Program terms, as modified, you must immediately
discontinue your participation in the Program and notify us accordingly. Your continued participation in
the Program following any notice of change to this Agreement or the Program terms shall constitute
your binding acceptance of the same as replaced or modified.
14. Relationship of Parties
a. You and SophieGrace are independent contractors and nothing in this Agreement shall be construed
to create any partnership, joint venture, agency, franchise, sales representative, or employment
relationship. You have no authority to make or accept any offers or representations on behalf of SophieGrace. You may not make any statement, whether on your site or otherwise, that contradicts anything
contained in this section.
15. Representations and Warranties
a. Each party represents to the other that it has the authority to enter into this Agreement and sufficient
rights to grant any licenses granted hereby.
b. Affiliate represents that the contents of Your Site and any domain names associated with Your Site do
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. Contain defamatory or libelous material;
iv. Contain lewd, pornographic, or obscene material;
v. Violate any laws regarding unfair competition, anti-discrimination, or false advertising;
vi. Promote violence or contain hate speech; or
vii. Contain viruses, Trojan horses, worms, time bombs, cancel bots, or other similar harmful or
deleterious programming routines.
c. Affiliate represents that it has and complies with a privacy policy consistent with federal and state
laws and regulations, which is prominently displayed on its website.
d. SophieGrace is not obligated to make any representations, warranties or other statements
concerning you, your site, your site policies or any of your products or services.
e. AFFILIATE UNDERSTANDS THAT SophieGrace MAY AT ANY TIME, DIRECTLY OR INDIRECTLY, SOLICIT
CUSTOMER REFERRALS AND ENTER INTO SIMILAR AGREEMENTS ON TERMS THAT MAY BE THE SAME,
SIMILAR OR DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR ENTER INTO AN AGREEMENT
WITH COMPETITORS OF AFFILIATE, OR MAY OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE
WITH AFFILIATE'S WEB SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF
PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED HEREUNDER AND IT IS NOT RELYING ON ANY
REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SPECIFICALLY SET FORTH IN THIS
AGREEMENT.
16. Confidentiality
a. Except as otherwise provided herein or with the written consent of the other party, each party agrees
that all information including, without limitation, business and financial information, customer and
vendor lists and information, and pricing and sales information, concerning SophieGrace or you, or any
other affiliate, provided by or on behalf of any of them shall remain strictly confidential and shall not be
used, directly or indirectly, by such party for its 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 such party hereto or its affiliates. Notwithstanding the foregoing, each
party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a
subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents
on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.
17. Disclaimer and Limitation of Liability
a. SophieGrace MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT
TO THE PROGRAM, OUR SITE OR ANY SophieGrace PRODUCTS OR SERVICES SOLD THROUGH THE
PROGRAM, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE
OF PERFORMANCE, DEALING, OR TRADE USAGE. SophieGrace MAKES NO REPRESENTATION THAT
THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WE SHALL NOT BE LIABLE
FOR THE CONSEQUENCES OF ANY SUCH INTERRUPTIONS OR ERRORS.
b. SophieGrace SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS
AGREEMENT, THE PROGRAM OR YOUR PARTICIPATION IN THE PROGRAM, EVEN IF IT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY AVAILABLE WITH RESPECT TO THIS
AGREEMENT AND/OR THE PROGRAM OR ANY BREACH BY SophieGrace HEREOF SHALL BE TO
TERMINATE YOUR PARTICIPATION IN THE PROGRAM.
18. Indemnification
a. Affiliate agrees to indemnify, defend and hold harmless SophieGrace and its affiliates, 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.
19. Jurisdiction/Venue
a. Any action to enforce this Agreement shall be brought\to the jurisdiction of such federal or Provincial courts.
20. References/Testimonials
a. You agree to cooperate with us in the development of testimonies and other such marketing material.
You grant us rights to reference you in any and all marketing materials, without further
compensation.
b. Notices from us to you may be sent via mail, postage prepaid, facsimile, or e-mail using
the contact information on file held by SophieGrace or ShareASale.
22. Integration
a. This Agreement constitutes the final and complete agreement between you and SophieGrace
regarding the Program and supersedes all prior and contemporaneous, understandings, agreements and
communications, written or oral, with respect to the subject matter hereof.
23. Acknowledgement and Acceptance
a. By submitting this application and clicking the link below, I hereby certify that I am authorized to act
on behalf of Affiliate and that I have read and accepted the terms, conditions and disclosures associated
with this Agreement.