Program Terms
- Goodwill and brand protection
1.1.1 In order to protect the product, service, brand and goodwill of Natura, the Affiliate hereby covenants, undertakes and warrants that the Affiliate Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate or companies within the Affiliate Group) save for the Micro Site, is (and shall remain) sufficiently and substantially distinct and different from the Natura Websites (to be determined at Natura sole discretion). The Affiliate hereby agrees and acknowledges that for the term of this Agreement and continuing thereafter:
(a) the look and feel of the Affiliate Website(s) (including all other websites (directly or indirectly) owned, controlled or hosted by the Affiliate) shall be distinctly and significantly different to the Natura Websites including in respect of the color scheme, the composition, the typefaces, the design and the layout (including the brand), the (click) buttons, boxes and banners and the available features (save for those features reasonably required for the performance of the Affiliate’s obligations under this Agreement);
(b) any logo(s) used on the Affiliate Website(s) (including all other websites owned, controlled or hosted by the Affiliate) shall be distinctly different to the Natura logo (save for any logo that may be provided by Natura for use by the Affiliate under or pursuant to this Agreement);
(c) the Affiliate shall not in any way imitate or copy the Natura Websites (in general or in respect of certain (new) features, pages, form, composition or aspects), and
(d) the Affiliate shall promptly comply at its own costs with any reasonable requests from Natura to make such (further) changes, alterations or amendments to any aspect of the Affiliate Website(s) which is or can be regarded to be confusingly or significantly similar to any element of the Natura Websites.
1.2 Promotion and marketing
1.2.1 During the term of the Agreement, the Affiliate agrees and warrants that it shall not (and shall procure that companies within the Affiliate Group shall not) conduct, undertake, use, perform or exercise (or have or authorize third parties (to) conduct, undertake, use, perform or exercise) (a) Paid Search, SEM or SEO activities, (b) any activity to unfairly influence the results of Third Party Platforms, or (c) any other form of online targeted advertising (whether directly, indirectly, or via or through Third Party Platforms) in respect of:
(i) the Products;
(ii) the Natura Website;
(iii) the Content;
(iv) the Natura Data;
(v) the Natura Brand;
(vi) the Natura Sub-Brands (unless Natura has given its prior written consent to the Affiliate for the use of that specific Sub-Brand), or
(vii) the Affiliate Website to the extent that the Paid Search, SEM, SEO or other online targeted advertising activities are related to (a) the offer, products, kits, gift sets, or (b) information in respect of products, kits, gift sets.
Clause 1.2.1 in respect of paragraph (i) up to and including (v) shall survive termination of this Agreement.
1.2.2 The Affiliate shall not use, exploit or otherwise employ, directly or indirectly, any Third Party Platforms, to seek to avoid or circumvent its covenants, obligations or restrictions under this Agreement or those restrictions or covenants of which the Affiliate could reasonably expect that any such actions fall under the scope of this Agreement.
1.2.3 The Affiliate shall not exploit or use the Content for any purpose or in any manner and/or on or through Third Party Platforms except as expressly provided for in this Agreement.
1.2.4 During the term of this Agreement (and continuing thereafter in respect of the Natura Brands and the Natura Data) the Affiliate shall immediately comply with any request made by Natura to adhere to and comply with this Clause 4.4, failing which Natura can terminate with immediate effect and without prejudice to its legal and contractual remedies.
