Woody

This Publisher Agreement (this "Agreement") is made between you ("You") and us ("We" or "Us").  Neither Awin nor any of its corporate affiliates are parties to this Agreement.

Both parties desire to establish the general terms and conditions which shall govern advertising and commission arrangements between You and Us resulting from our participation in the Awin (B2C).

T&Cs:

In consideration of the promises set forth below, each party agrees as follows:

1. Offers and Engagements

1.1 We may post on the Awin Network(B2C) offers (each, an "Offer") to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). 

1.2 If You accept one of our Offers, we will have entered an "Engagement." Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.

1.3 At any time prior to You displaying a Qualifying Link on one of Your websites, We may, with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad that we have submitted for an Offer or an Engagement.  You agree to promptly implement any request from Us to remove, alter or modify any such graphic or banner ad.1.4 All Woody promotional activity should not be advertised anywhere prior to start date of activity unless outlined directly by Woody. Doing so could result in termination from the programme.

2. Your Responsibilities

2.1 You hereby agree to comply with all applicable laws.

2.2 You hereby agree that the position, prominence, and nature of links on the Your site shall comply with any requirements specified in the Engagement, but otherwise will be in Your discretion.

2.3 You agree not to make any representations, warranties or other statements concerning Us, Our site, any of Our products or services, or Our site policies, except as expressly authorised by the Engagement.

2.4 You are responsible for notifying Us and Awin of malfunctioning of the URLs specified in the Engagement (the "Required URLs") or other problems with Your participation in the Engagement.  We will respond promptly to concerns upon receipt of Your notification.

2.5 IF YOU FAIL TO COMPLY WITH THE FOLLOWING RESTRICTIONS, AT OUR SOLE DISCRETION, YOU WILL FORFEIT COMMISSIONS OTHERWISE EARNED DURING ANY PERIOD OF NON-COMPLIANCE AND WE MAY, AT OUR SOLE DISCRETION TERMINATE THIS AGREEMENT WITH IMMEDIATE EFFECT:

(a) Keyword bidding and use policy:  Search arbitrage is prohibited. Without limiting the generality of the foregoing, You will not purchase or bid for placement of Woody, any variation thereof (including, but not limited to, abbreviations, misspellings, stringing of the name Woody / Woody Oven), and any other trademarks of Ours within any third party search engine or shopping portal including, but not limited to, AOL, Yahoo, MSN, Google, and Ask. Additionally, You will not pay third parties for placement in search engines or shopping portals on the basis of your use of our name.  You agree not to engage in any paid advertising that utilises any keyword or search term that contains a trademark, service mark or brand name of any of our suppliers or of our competitors for the purpose of directing visitors to the Woody site(s) without Our prior written consent.

(b) Cybersquatting Policy:  You will not employ any so-called fat finger domains or typosquatters redirecting web traffic directly or indirectly to your Site, A  fat-finger or typo squatter domain is any domain that amounts to a misspelling of any registered or unregistered Woody trademark, examples of which include:  www.wooodyoven.com, www.woudyoven.com and so forth.  you will not place the word Woody or any variation or close spelling of the word, in Your Site URL to the left of Your top-level domain name or sub-domain such as, for example only:  Woody.Yourdomainname.com.  You will not represent Your Site as Our official site or make similar representations.  You will not frame Your Site so as to appear as if visitors are both on Your Site and Our site or in any way that is confusingly similar to our site, as determined in our sole discretion. 

(c) Email:  You may not do any of the following unless you first obtain in advance our express written permission, which may be withheld in our absolute discretion:  (i) generate or send any email messages or other electronic messages (including text or SMS) using or containing woodyoven.co.uk, trademarks of ours or any variation thereof, Product descriptions, or any of the Required URLs or Content;  (ii) send any email or other electronic message that in any way suggests or implies or misleads or is likely to mislead (including without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that woodyoven.co.uk or any related entity was the sender or sponsor of such email or procured or induced You to send such email;  (iii) forward, redistribute, or otherwise repurpose any email communications or newsletters or other electronic messages that woodyoven.co.uk sends to its affiliates and/or customers; or (iv) generate or send any unsolicited email (spam) under this Agreement.  Requests to do any of the foregoing must be made in writing and sent to us.  These prohibitions are in addition to, and not in place of, all prohibitions and restrictions that apply elsewhere in this agreement, and under any agreement between You and Awin, as well as all prohibitions and requirements under all applicable laws and regulations.

(d) Promotion Codes: You may not do any of the following unless you first obtain in advance our express written permission, which may be withheld in our absolute discretion: (i) Utilise any voucher or promotion code on Your site that has not been provided to You through Awin or Woody directly. The advertiser reserves the right to decline any commissions where the transaction has been made with a non-authorised code. (ii) Transactions made through publishers who operate a cashback site will result in the commission being declined only where the transaction was made using a discount code, unless agreed otherwise, in writing, by the Affiliate, Woody and Awin. (iii) Transactions made through all other type affiliate sites, excluding reward type affiliates mentioned in point (d)(ii), will result in the commission being declined only for transactions made using a non-authorised code where the affiliate in matter had published the non-authorised code used in the transactions mentioned.

(e) Referring Traffic: All affiliates agree to refer traffic to the Woody site through to the URLs supplied and/or approved by the Advertiser and/or the Awin network. Affiliates promoting and/or selling Woody products through the operating of a one cart/universal checkout model will result in commissions being declined and termination of the affiliate partnership.

2.6 We reserve the right to monitor Your Site at any time to confirm compliance with this Agreement and any Engagement. You are fully responsible for all content, links and activities conducted on the Your Site.

2.7 You may not utilise the services of any behavioural networks in connection with promotion of Our site, Products, Required URLs or any Content.  Behavioural networks are defined as any party serving pop-up ads, banner ads, page views or other forms of content or media to a web site based on user behaviour at any web site other than the web site to which such content is served, including search queries or visits to specific URLs, as a result of software downloaded by the user or identifiers (including cookies) used to track a user.  Behavioural networks forbidden include but are not limited to eXelate, Lindotiger, Tatto Media, Front Porch, AudienceScience (formerly Revenue Science), Burst, NebuAd, Phorm, ValueClick or Tribal Fusion.

2.8 You may not change, modify or revise any Required URLs or Content in any manner whatsoever without Our prior written consent, which approval may be withheld in Our sole and absolute discretion.  The prohibited change, modification or revision to Required URLs or Content shall include, without limitation, revisions to proportions, colours or elements, animation of the Required URLs or Content and modifications that otherwise affect the perspective or dimensional appearance of any icons, buttons, banners, graphics files, or Content.

2.9 In addition to the foregoing, You must not engage in any of the following with respect to Your Site and/or Your participation in any Engagement: (i) operate an illegal business through Your Site; (ii) engage in any illegal activity of any type, including but not limited to displaying illegal content on Your Site or offer any illegal goods or services through Your Site; (iii) have Your Site contain or promote, any content which is misleading, fraudulent. abusive, violent, bigoted, hate-oriented, obscene or pornographic; (iv) place Required URLs and/or Content in newsgroups, message boards, blogs, link farms, unsolicited e-mail and other types of spam, banner networks, counters, chatrooms, guestbooks, IRC channels or through similar Internet resources; (v) You shall not modify or otherwise alter Your Site in order to resemble the look and feel of Our site; (vi) infringe any intellectual property or other proprietary right of Ours or any third party; (vii) engage in activities that in any way dilute, blur or tarnish the value of Our trademarks; (viii) use or promulgate of any product or service that installs software or code on a users computer without prominent notice and express consent from the user (e.g., spyware or adware products) ; (ix) display Required URLs in any manner that expresses or might imply affiliation, sponsorship, endorsement, certification, or approval by Us, other than as contemplated by this agreement; or (x) use the Required URLs and/or Content in a manner that might suggest co-branding or otherwise create potential confusion as to source or sponsorship of Your products, services, Site, or advertising materials, or confusion as to ownership of the Content or Products or that suggests that Your products or services are Our products or services.

2.9 We may provide You with replacement Required URLs and/or Content.  Within one day after receiving such replacement Required URLs and/or Content from Us, You shall cease any further use of, and shall remove the prior Required URLs and/or Content and replace the same with the updated Required URLs and/or Content. Additionally, some Engagements may have specific end dates specifying when You must remove the Required URLs and/or Content related to such Engagement.  If You fail to remove any outdated Required URLs and/or Content or fail to remove any Required URLs and/or Content after an end date for an Engagement then, in addition to any other rights We may have, You will not be entitled to receive any Commissions for as long as You are in violation of this provision.

3. Commissions

3.1 We agree to pay to You the commission specified in the Engagement if We sell to a visitor to Our site (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed Our site and purchased the product or service via a Qualifying Link.

3.2 A "Qualifying Link" is a link from Your site to Our site using one of the Required URLs or any other URL provided by Us for use in the Awin Network (B2C) if it is the last link to Our site that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A "Session" is the period of time beginning from a Customer's initial contact with Our site via a link from Your site and terminating when the Customer

either returns to Our site via a link from a site other than Your site or the Engagement expires or is terminated.

3.3 We shall have the sole right and responsibility for processing all orders made by Customers. You acknowledge that all agreements relating to sales to Customers shall be between Us and the Customer.

3.4 All determinations of Qualifying Links and whether a commission is payable will be made by Awin Corporation and will be final and binding on both You and Us.  Prices for the products will be set solely by Us in Our discretion.

3.5 We reserve the right to decline any commission. Reasons for declined commissions will be provided by Us to You.

3.6 Commissions will not be awarded to you if you are offering cashback or loyalty points to a customer who has also used a unique (i.e. not onsite genric codes) voucher or promotion code.

3.7 Only orders generated via woodyoven.co.uk are commissionable on the Woody affiliate programme.

4. Ownership and Licenses

4.1 Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

4.2 We grant to You a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement or during the registration process in the Awin Network(B2C), on Your site solely for the purpose of creating links from Your site(s) to Our site(s) during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, You may not copy, distribute, modify, reverse engineer, or create derivative works from the same.  You may not sublicense, assign, or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.

4.3 You grant to Us a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by You solely for co-branding purposes or as a return link from Our site(s) to Your site(s). We will remove such graphic or banner ad upon Your request.

4.4 All personally identifiable information or customer specific information provided to us by Customers is the sole and exclusive property of Asos, and You shall neither have access to such information nor use any device, technique, or software to obtain such information from our site.

5. Termination

5.1 Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through the Awin Network(B2C). Termination of an Engagement shall not terminate this Agreement or any other Engagement.

5.2 Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five days prior written notice of such termination to the other party and the Awin Network(B2C).  Termination of this Agreement shall also terminate any outstanding Engagements.  However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.

6. Representations

6.1 Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.

6.2 EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Indemnification

7.1 You hereby agree to indemnify, defend and hold harmless Woody and its publishers, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of your representations or obligations herein.

8. Limitation of Liability

8.1 We will have no liability of any sort arising from any interruptions or errors in our site.

8.2 In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. Further, Our aggregate liability arising under or with respect to this Agreement or Our affiliate program shall in no event exceed the total amount of Commissions paid or payable to You under this Agreement.

8.3 The parties agree that the Awin Network(B2C) and Awin and its publishers, officers, directors, employees and agents shall not be liable to either party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.

9. General

9.1 Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

9.2 This Agreement has been made in and shall be construed and enforced in accordance with the laws of England and Wales. Any action to enforce this Agreement shall be brought in the courts located in that country.  If you need to send official correspondence, send it via registered mail to Our headquarters to the attention of Our legal department.

9.3 By accepting any Offer through the Awin Network(B2C), You agree that you will be deemed to have executed, and will be bound by, this Agreement.

9.4 The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.10. Site scraping: not allowed unless agreed in writing and a brand exclusion list has been provided. If we request you to stop adverting specific brands, We will not pay commission on these sales and if you continue to do so we reserve the right to remove you from the programme immediately.

10.2 We reserve the right to alter and amend the list of excluded brands as and when required

10.3 You cannot run SEM, Social Ads or any other form of paid advertising promoting any brand on behalf of Woody.

11. You may not add UK tracking links to non UK sites without written consent.

12. We don’t authorise publishers to mention Woody in press releases, marketing messages, App promotional messages and/ or any other communication related to their service and product without our written authorization. Any press articles which have been released without our expressed permission must be recalled or Woody reserve the right to remove you.

12.1 Partners active with mobile apps and non-browser based solution are required to show us clearly how they are going to promote Woody. We reserve the right to accept their application or not after having evaluated each case.

13. Only orders deemed to be genuine personal customers’ orders will be approved.

Bot Traffic

We would prefer it if you did not scrape the Woody site. We have a detailed data feed which should contain all the information that you need to populate your site with information about Woody products. If you do scrape the site, there is a high chance that your activity will be identified as bot traffic and you will be blocked from accessing the site. If you believe that you need to scrape the site to operate effectively, please get in touch with your affiliate network contact.