Erin Condren

OverviewThis Agreement contains the complete terms and conditions that apply to Affiliate’s participation in the Shareasale Network of EC Design, LLC. (the “Program”). Carefully read these terms and conditions, which represent a legally binding agreement between EC Design, LLC (“we” or “ECD”) and you (“you” or “Affiliate”). As used in this Agreement, “Site” means, depending on the context, either www.erincondren.com or the website owned or controlled by Affiliate, on which Affiliate will place Links (as defined below) to www.erincondren.com. Affiliate acknowledges that its participation in the Program will require Affiliate to use the Shareasale Network™, and that Shareasale may require Affiliate to agree to certain terms and conditions prior to Affiliate’s use of the Shareasale Network.1. Enrollment in the ProgramAffiliate shall submit a completed Program application through the Shareasale Network to begin the enrollment process. ECD will evaluate your application and notify you if the application is accepted or rejected. ECD may reject Affiliate’s application for any reason, in ECD’s sole discretion, including if ECD determines that Affiliate’s Site is unsuitable for the Program. Unsuitable sites include, without limitation, those that contain illegal, offensive, infringing content or content that ECD otherwise deems offensive. If Affiliate is accepted into the Program, Affiliate shall notify ECD in writing of any significant changes to the content or structure of Affiliate’s Site within ten (10) days of such change(s). 2.LinksFor the purposes of this Agreement, “Link(s)” means the code that ECD makes available to Affiliate that is used for linking from your Site to web pages on www.erincondren.com, and may include banners, text, search boxes, buttons, or other graphics or devices. All Links used in the Program shall be served by the Shareasale Network. ECD may, in its sole discretion, consider written requests to use other serving mechanisms, on a case by case basis. Affiliate shall not modify the Links in any way. ECD will not be responsible for errors that occur in the tracking of transactions if Affiliate has made or caused any such modification. Affiliate acknowledges and agrees that Affiliate shall not use any ECD referral links in conjunction with any Links made available to Affiliate. Any such use by Affiliate will be considered grounds for immediate termination of this Agreement and may invoke further legal action. If you are found using ECD referral links in conjunction with any Links made available to Affiliate, your current and past commissions will be voided and/or your referral fee rate level will be set to 0%.3.General Links to erincondren.comAffiliate shall only post Links approved by ECD without manipulation. Approved Links will be made available to Affiliate through the Shareasale Network upon Affiliate’s acceptance into the Program. Affiliate may also post on its Site links obtained directly from e-mails and quarterly newsletter received from ECD. All domains that use your affiliate link must be listed in your affiliate profile. Your Site will not in any way copy, resemble, or mirror the look and feel of the ECD Site. You will also not use any means to create the impression that your Site is the ECD Site or any part of the ECD Site including, without limitation, framing of the ECD Site in any manner. You may not engage in cookie stuffing or include pop-ups, false or misleading links on your Site. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating). Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited. Any deviations from the guidelines and treatment described in this Agreement must be approved in advance and in writing by ECD. ECD may at any time, without prior notice, remove the Links described above, require Affiliate to remove the Links, or dynamically replace the ECD creative or text with creative or text suitable to ECD in ECD’s sole discretion. If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided or your referral fee rate level will be set to 0%. This does not include using "out" redirects from the same domain where the affiliate link is placed.4.E-mail LinksAffiliate may use Links within e-mails that Affiliate sends to registered users of the Affiliate Site. Use of such Links is subject to all of the requirements and restrictions respecting Links generally as set forth in this Agreement. E-mails making reference to ECD, that include Links, or that concern any other aspect of the Program, may be sent only to individuals who have elected to receive such e-mails. “Spamming,” including the sending of unsolicited electronic communications, will not be tolerated and may lead to termination of this Agreement. You will not be entitled to any Referral Fees generated through Spamming tactics. Affiliate shall comply with any and all regulations, statutes and applicable laws of the United States or any other state, country or jurisdiction related to e-mail, and/or electronic communications. It is Affiliate’s responsibility to be aware of all such regulations, statutes and laws.5.Transaction ProcessingECD will process transactions placed by customers who follow Links from Affiliate’s Site to the ECD Site. ECD reserves the right to reject transactions that do not comply with any reasonable requirements that ECD may periodically establish. ECD will be responsible for all aspects of transactions processing and fulfillment. Among other things, ECD will prepare order forms; process payments, cancellations, and handle customer service. ECD will track transactions made with customers who purchase products using Links and generate reports summarizing this sales activity which will be available to Affiliate through the Shareasale Network. The form, content, and frequency of the reports are limited to those reports and capabilities available through the Shareasale system. ECD is not responsible for any changes that Shareasale may make in their reporting format, timing, or types of reports available to members of Shareasale and the Program. To permit accurate tracking, reporting, and fee accrual, Affiliate shall ensure that Links are properly formatted. ECD will not be responsible for improperly formatted Links.6.Qualified TransactionsECD will pay Referral Fees (as defined below) to Affiliate for ECD products purchased in Qualified Transactions (as defined below). For the purposes of this Agreement, a “Qualified Transaction” means a transaction whereby a customer: (i) uses a Link to enter the ECD Site; (ii) purchases one or more ECD products using ECD’s automated purchase system; and (iii) remits full payment to ECD. If a customer initially visits the ECD Site using a Link, any transaction completed by that customer on the ECD Site within the return day period specified, whether or not via a Link, will count as a Qualified Transaction if it otherwise meets the requirements of this Section and the Agreement.ECD does not accept responsibility for customers who may delete or otherwise not accept cookies used to track return visits to the ECD Site and cannot be held to honor Referral Fees for such untracked return visits. ECD will not pay Referral Fees for any items other than ECD products purchased in Qualified Transactions (as defined in this Agreement). This means that ECD will not pay you for transactions that, among other things, result from a link directly to erincondren.com from any Internet site other than your Site, such as from a Sponsored Link as set forth in Section 17 of this Agreement. This also means that you will not be entitled to Referral Fees for ECD products sold that are ultimately returned or refunded.7.Referral FeesReferral Fees means the fees ECD will pay Affiliate based on the number of Qualified Transactions generated by the Affiliate Site. The current rates for Referral Fees shall be set forth in your Shareasale.com affiliate program located on the Shareasale Network. ECD reserves the right to modify the Referral fee rate from time to time, in its sole discretion. ECD is responsible for authorizing Referral Fee payments and Shareasale.com will be solely responsible for fulfilling and transferring all Referral Fee payments in accordance with the Shareasale.com Agreement. ECD will be entitled to withhold, deduct and set off from any payments to be made to you hereunder any sums owed by you to ECD, whether in connection with this Agreement (including any breach hereof by you) or otherwise. Referral Fees will not be paid on taxes, shipping or other costs or expenses associated with the Qualified Transaction.•ECD will pay Affiliate 7% of the actual purchase price (meaning net of any discounts or promotions) of an ECD product purchased as part of a Qualified Transaction.•Referral fees will not be paid on taxes, shipping or other costs or expenses associated with the Qualified Transaction.8. Fee PaymentECD will pay Affiliate the Referral Fees on a rolling basis through the Shareasale Network, on the 15th of each month following a Qualified Transaction. ECD pays Shareasale for the Referral Fees earned on Qualified Transactions that were purchased during the month, less any taxes that ECD is required by law to withhold. Shareasale disburses the Affiliate’s commission payments. Affiliate may track the number of Qualified Transactions and associated Referral Fees through Shareasale’s Affiliate Reporting interface. ECD does not make any guarantee of a minimum amount of business or that Affiliate will earn any amount of Referral Fees under this Agreement.9. Policies and PricingCustomers who buy products through the Program will be deemed to be customers of ECD. Accordingly, all erincondren.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to such customers with respect to their transactions at www.erincondren.com. We may change our policies and operating procedures at any time consistent with applicable laws. Since prices and availability may vary from time to time, Affiliate may not display ECD price information on Affiliate’s Site. ECD will use commercially reasonable efforts to present current and accurate information, but cannot guarantee the availability or price of any particular ECD product.10. PPC Guidelines. If you are enrolled in the Program and participate in PPC advertising, you shall comply with the following guidelines: (i) you may not bid on any of ECD’s trademarked terms (examples of which are identified below) for current or future brands including any variations or misspellings thereof for search or content based campaigns on Google, MSN, Yahoo or any other network; (ii) you may not use ECD’s trademarked terms in sequence with any other keyword (i.e. __________________________); (iii) you may not use ECD’s trademarked terms in your ad title, ad copy, display name or as the display url; (iv) you may not direct link to ECD’s Site from any Pay Per Click ad or use redirects that yield the same result. Customers must be directed to an actual page on your Site; (v) you may not bid in any manner appearing higher than the ECD properties for any search term in position 1-5 in any auction style pay-per-click advertising program. If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we strongly suggest you add our trademarked terms as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. You will forfeit all commissions for a minimum of the past 30 days and your commission will be set to 0% without warning if you engage in PPC trademark bidding that uses our trademarked terms.ECD Trademarked Terms: https://www.dropbox.com/s/0i2likw7uobjyzf/EC%20Design%20Trademark%20List%20Apr.%202017.docx?dl=0 11. Coupon GuidelinesUse Prohibited. If you are enrolled in our Program, the use of coupon codes, coupon websites and/or promotion websites is strictly prohibited. Any such use by Affiliate will be considered grounds for immediate termination of this Agreement and may invoke further legal action. If you are found using coupon codes, coupon websites and/or promotion websites, your current and past commissions will be voided and/or your referral fee rate level will be set to 0%.and your Site promotes coupon codes, you shall comply with the following coupon guidelines: (i) You may ONLY advertise coupon codes that are provided to you through the affiliate program or network or that are displayed on the ECD Site; (ii) posting any information about how to work around the requirements of a coupon/promotion (ie first time customers) will result in removal from the Program; (iii) coupons must be displayed in their entirety with the full offer, valid expiration date and code; (iv) you may NOT use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s); (v) you may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other campaign; (vi) you may NOT give the appearance that any ongoing offer requires clicking from your Site in order to redeem -for example, if all items on the ECD Site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from your Site to get this deal; (vii) on click through, you must link directly to the ECD Site – framing of the ECD Site is strictly prohibited; (viii) Cookie Stuffing/Forced Clicks: you must not mislead customers into clicking on an offer or coupon that does not exist or practice similarly deceptive tactics that are generally known as "cookie stuffing or forced clicks." These include, but are not limited to: Using knowingly expired offers or presenting offers that do not exist or are not affiliate offersMaking claims that a user must click on a link first to activate or receive an offer. Presenting a button that claims to show all offers that sets the affiliate cookie in the backgroundTechnology that generates a click or sets the cookie from the action of copying a coupon code or through a pop under.Additionally, if your Site ranks on the first page of Google for terms related to our Site or company name(s) combined with the words coupon, coupons, coupon code, promo code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower commission than our standard rate to offset the reduced profitability of orders. The current rate is 7%.12. Promotion of Affiliation with ECD.Affiliate may not in any manner misrepresent or embellish the relationship between the parties. While ECD requests that Affiliate identify itself on its Site as a member of the ECD Affiliate Network, Affiliate shall not otherwise engage in any promotions which name ECD or imply any relationship or affiliation between the parties including, but not limited to, press releases, marketing materials, offline print advertising or marketing campaigns, media kits, screen shots, graphics altered for co-branding or any other format or media. Any such promotion will be considered grounds for immediate termination of this Agreement and may invoke further legal action.13. Limited License for the term of this AgreementECD hereby grants to Affiliate a limited, non-exclusive, non-transferable, revocable license to use and display the Links and to access the ECD Site through the Links solely in accordance with the terms of this Agreement, and for the term of this Agreement.14. OwnershipAs between Affiliate and ECD, ECD shall own all right, title and interest, including all Intellectual Property Rights, in and to the ECD Site, the Program and the Links. For the purposes of this Agreement “Intellectual Property Rights” means copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.15. ECD’s Marketing and PublicityECD may publicly refer to you, orally or in writing, as an Affiliate and we may publish your name and/or logo (with or without a link to your Site) on the ECD Site, in press releases, and in promotional materials without your prior consent.16. Responsibility for Affiliate’s SiteAffiliate will be solely responsible for the development, operation, and maintenance of Affiliate’s Site and for all content that appears on such Site. Such responsibility includes, without limitation: (i) the technical operation of Affiliate’s Site and all related equipment; (ii) the accuracy, timeliness and appropriateness of content posted on Affiliate’s Site; (iii) ensuring that posted materials or content do not violate or infringe upon ECD’s rights or the rights of any third party; (iv) ensuring that posted content is not threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials or is otherwise illegal, (v) ensuring that your Site does not 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; (vi) ensuring that your Site does not 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. Affiliate shall not use any ECD proprietary materials in a manner that is disparaging or that otherwise portrays ECD in a negative light.17. Sponsored LinksAffiliate shall not use, procure, bid on, or otherwise arrange for a Sponsored Link (defined below) on any Internet search engine, portal, sponsored advertising service or other search or referral service (a “Service”) which Sponsored Link uses or includes the terms “ECD,” “erincondren.com,” “Erin Condren,” “EC Design,” or any other trademarks, trade names, service marks, corporate names, or other similar general intellectual property right owned or licensed by ECD or any parent, subsidiary, or other affiliate of ECD. For purposes of this Agreement “Sponsored Link” shall mean a paid advertisement in the form of a hypertext link that shows up on search results pages. The ads are typically for products and services that are generally or very specifically related to the keywords in the search query.18. IndemnityAffiliate shall defend, indemnify and hold ECD harmless from all claims, damages, and expenses (including, without limitation, reasonable attorneys’ fees) relating to: (i) the development, operation, maintenance, and content of Affiliate’s Site; (ii) breach of this Agreement; (iii) violation of any applicable regulations, statutes and applicable laws of the United States or any other state, country or jurisdiction governing Affiliate’s business activities or participation in the Program; (iv) any wrongful act by Affiliate related to Affliate’s participation in the Program; or (v) Affiliate’s participation in the Program.19. Term and TerminationAffiliate’s acceptance of the terms and conditions of this Agreement shall be evidenced by Affiliate’s submission of a completed Program application, provided, however, that this Agreement shall not be effective unless and until ECD has accepted Affiliate into the Program. The term of this Agreement will begin upon ECD’s acceptance of Affiliate into the Program and will end when terminated by either party (the “Term”). Either party may terminate this Agreement at any time, with or without cause, by giving the other party prior written notice. Upon termination, Affiliate shall promptly remove all Links and Program-related content from Affiliate’s Site. Affiliate is only eligible to earn Referral Fees on Qualified Transactions occurring during the Term (including all steps required for a transaction to be a Qualified Transaction under this Agreement. In the event that an overpayment is made by ECD, Affiliate agrees to promptly remit such excess payment upon notification by ECD. ECD may withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. The definitions contained in this Agreement and sections 12 through 22, shall survive the termination of this Agreement, along with any other provisions that by their express terms do, or by their nature should, survive.20. ModificationECD may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the ECD Site or on the Shareasale Network. If any modification is unacceptable to Affiliate, Affiliate’s only recourse is to terminate this agreement. Affiliate’s continued participation in the Program following our posting of a change notice or new agreement on the ECD Site or the Shareasale site and/or sending you the change notice via e-mail will constitute binding acceptance of the change.21. Relationship of PartiesThe parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate will have no authority to make or accept any offers or representations on our behalf. Affiliate will not make any statement, whether on the Affiliate Site or otherwise, that reasonably would contradict anything in this Section. 22. Limitation of LiabilityECD SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER ARISING, AND REGARDLESS OF THE THEORY OF RECOVERY). ECD’S TOTAL LIABILITY TO AFFILIATE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE GREATER OF FIVE HUNDRED DOLLARS ($500) OR THE AMOUNTS PAID BY ECD TO AFFILIATE DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE FIRST REOCCURRENCE OF EVENTS GIVING RISE TO THE IMPOSITION OF LIABILITY UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS, SO THEY MAY NOT APPLY TO AFFILIATE.23. DisclaimersECD makes no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, ECD makes no representation that the operation of the ECD Site will be uninterrupted or error-free, and we will not be liable for any such interruptions or errors.24. Independent InvestigationAffiliate acknowledges that it has read this Agreement and agrees to all its terms and conditions. Affiliate understands that ECD may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with Affiliate’s Site. Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representations or statements other than as set forth in this Agreement.25. FTC Disclosure Requirements. You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where Links for our affiliate Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure. We reserve the right to audit Affiliate Sites without notice for disclosure compliance and to remove an Affiliate from the Program if we determine you are not in compliance. 1.Disclosures must be made as close as possible to the claims, and may not appear solely in a "Terms of Use", "Legal", "About Us" or other linked paged.2.Disclosures must be made at each instance of a Sponsored Link. A single statement on your Site, or a separate page with your general disclosure statement is not sufficient.3.Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. disclosure should be visible before the jump).4.Pop-up, hover state and button disclosures are prohibited.5.Disclosure policy applies to all social media, even when space is restricted (e.g., tweets)For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at ftc.gov/os/2013/03/130312dotcomdisclosures.pdf; and the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising at ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf and further explained at business.ftc.gov/advertising-and-marketing/endorsements26.Reversal & Communication PolicyECD takes pride in its very low reversal rate, which we attribute to open communication with our Affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and conditions. Additionally, if we ask you for clarification or more information on any orders 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. Below are violations of our communications policy. 1.You are not forthcoming, intentionally vague or are found to be lying. 2.You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.3.You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable proof.If any of the above apply, then we reserve the absolute right to reverse orders, set your commission to 0% or suspend you from the Program for the period or orders in question. We know that many violations are a result of automated processes; however it is incumbent upon each Affiliate to ensure that it has the appropriate checks and balances in place to pro-actively address these issues and adhere to our program rules.27.MiscellaneousAll rights not expressly granted herein by ECD to Affiliate are reserved by ECD. There are no implied rights.Any notice provided for or permitted under this Agreement will be treated as having been given when (i) delivered personally, (ii) sent by confirmed telex, electronic mail or fax; (iii) sent by nationally recognized commercial overnight courier with written verification or receipt; or (iv) mailed postage prepaid by certified or registered mail, return receipt requested, to the party to be notified, at the address set forth on Affiliates applicable registration form, in the case of Affiliate, and the address set forth below for ECD. This provision shall not apply to Section 20, “Modifications.”EC Design, LLCATTN: Eric Howard201 W. Howard Lane, Austin TX 78753Except as set forth in Section 20, “Modifications,” this Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of ECD. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.This Agreement shall be governed by and construed under the laws of the State of Texas, without regards to its conflict of laws principals. ECD may assign this Agreement without restriction, provided that assignee agrees in writing to be bound by the terms of this Agreement. Affiliate may not assign this Agreement or any rights, duties, or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of ECD and any attempt to do so without such consent will be void. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement, which shall be considered as a whole.Except as may be otherwise specifically provided in this Agreement, this Agreement is not intended to and shall not confer upon any other person or business entity, other than the parties hereto, any rights or remedies with respect to the subject matter hereof. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations and agreement, whether written or oral.