HEAD AFFILIATE TERMS AND OPERATING AGREEMENT
This document sets out the Affiliate Terms and Operating Agreement for participation in the HEAD Affiliate Program via Awin’s Network (“the Agreement”). By checking this box You are agreeing that You have read and understand the Agreement and that You agree to be legally responsible for each term and condition. Each Contracted Affiliate is responsible for assuring that its employees, agents and contractors comply with these terms and conditions.
This Agreement constitute a binding contract between You, a Contracted Affiliate, and Awin. You understand and agree that there is not, nor will there be, any contractual affiliate relationship with HEAD.
Acceptance of Your Application
The purpose of this Agreement is to allow You to make referrals from Your websites (“Affiliate Sites”) to the HEAD website in the manner set forth herein and earn a commission. You understand that Awin may accept or reject Your application at its sole discretion. Your application will be rejected if any of the information You provide is incorrect or incomplete, or if the Affiliate Sites does not comply with Your guarantees, as proscribed in the Covenants, Representations, and Warranties section. Any affiliates who do not abide by these rules are at risk of having their commissions set to zero and possible suspension.
As an Affiliate, What You Receive
You will receive commissions at the rate and structure as outlined by the commissions tab for the HEAD Affiliate Program located on Awin’s website.
You will also receive an “Ad Link”, which a banner advertisement containing a link from Affiliate Sites to HEAD’s site using a URL provided by HEAD to Awin.
Ownership and Licensing:
Awin grants to You a revocable, non-exclusive, non-transferable, non-sublicensable (sub)license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress (known as “HEAD Marks”) for the term of the Agreement to use and reproduce the HEAD Marks solely for the purposes of placement of Ad Link on Affiliate Sites. All intellectual property rights in the HEAD Marks, HEAD sites, and HEAD products belong to and shall continue to belong to HEAD (or HEAD’s affiliate, its licensors or other third party owners) and that You do not have any rights in or to the HEAD Marks, HEAD sites and HEAD products other than the right to use or reproduce them during the term and in accordance with the Agreement.
Except as expressly set forth in the Agreement or permitted by applicable law, You may not copy, distribute, modify, reverse engineer, or create derivative works from HEAD Marks, HEAD sites, or HEAD products. You may not sublicense, assign or transfer any such licenses for use of the same, and any attempt at such sublicense, assignment or transfer is void. You shall at all times comply with Awin’s request as to the use of the Ad Link and HEAD Marks and shall not remove any HEAD copyright notices, trademarks, or trade names from the HEAD Marks.
Covenants, Representations and Warranties:
You represent, covenant and warrant to Awin that:
- None of the Affiliate Sites conducts any illegal activity or contain: 1. Discriminative content; 2. Pornographic content; 3. Hate/offensive/violent content; 4. Religious content; 5. Political content that endorses one party or candidate; 6. Aesthetically unpleasing content as advised by HEAD; 7. Abusive or irresponsible promotion of Alcohol, Tobacco or Drugs; 8. Use of the word "sex" gratuitously or excessively; or 10. Firearms, games of chance, and lotteries.
- None of the Affiliate Sites contain false or deceptive advertising or any machine-readable codes including without limitation any virus, Trojan horse, worms, time bombs, cancelbots or other self-executing program.
- You and the Affiliate Sites comply with all applicable laws and regulations and to conform to current good practice and any relevant regulatory guidance and rulings, including but not limited to advertising rules, regulations and standards, for the performance of the Agreement.
- You and the Affiliate Sites comply with all applicable laws and regulations and with all rules and regulations provided by Awin and HEAD regarding collection, retention and use of private data.
- You own or have the legal right to use and distribute all content and copyrighted materials, products, and services displayed on or through the Affiliate Sites.
- The Affiliate Sites do not contain software or use technology that attempts to intercept, divert, or redirect Internet traffic to or from any other website, or potentially enables the diversion of affiliate commissions from another website.
- You will not engage in cookie stuffing or include pop-ups, false or misleading links on its website.
- You will not use other URLs, banners, button(s), pointer(s), icon(s), and other link(s) that individuals can click on and that enables them to navigate directly to HEAD’s sites, other than the Ad Link provided by Awin pursuant to the Agreement.
- You will not modify any Ad Link made available through Awin and are not allowed to conduct display activities of any kind with self-designed creatives, without express permission and sign-off by HEAD.
- You will not assign, including: (1) a sale or other transfer or share or of all or substantially all of the assets of the business of Contracted Affiliate; and (2) a merger, consolidation or other reorganization to which the Contracted Affiliate is a party, any of Your rights and obligations under the Agreement without the prior written approval of Awin.
Domain Names:
Use of any of HEAD’s trademarked terms as part of the domain or sub-domain for the Affiliate Sites is strictly prohibited.
Site Look-And-Feel:
You must ensure that the Affiliate Sites do not in any way copy or emulate the HEAD site in look or feel, or incorporate any elements, domain names and the like that could be confusingly similar to any HEAD marks, brands, names or logos. Nor will You take any action or make any statements to create the impression that the Affiliate Sites are part of or endorsed by HEAD.
PPC Guidelines:
You agree not to bid, except with prior written permission, on HEAD’s name, HEAD’s Marks, HEAD’s trademarks or any common misspelling or confusingly similar trademarks, on any pay-for-placement search engines, including, but not limited to: google.com, yahoo.com, ask.com, msn.com, bing.com, or other similar search engines. Furthermore, You agree, except with prior written permission, not to utilize, advertise or otherwise promote, any HEAD terms in the headline or description copy associated with pay-for-placement search engines or in meta-tags, keywords, page titles or paid search engine advertising. 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 engages in PPC trademark bidding that uses HEAD’s trademarked terms.
The HEAD program has a closed paid social policy. You are not permitted to use https://www.HEAD.com/en_US/home or any other HEAD URL as a display URL in any paid social listings. The use of any direct paid social linking to HEAD websites in any advert is prohibited. HEAD reserves the right to immediately suspend any affiliates found breaching these terms and conditions and declining any commissions accrued from the activity.
Social Media:
You agree not to post on any HEAD social media platform in order to attempt to drive visitors to Your webpage. HEAD social media platforms including Facebook, Instagram, and Twitter. Direct linking to HEAD websites from paid social media is prohibited. You are not allowed to register the brand HEAD or any variation of it on any social media platform. Any attempt to register such social media accounts will be a direct breach of the Agreement.
Email Communications:
You shall not create, publish or distribute, any written material that makes reference to HEAD without first submitting that material to Awin and HEAD, and receiving Awin and HEAD’s prior written consent. If you intend to promote HEAD, via e-mail campaigns, you must adhere to the following: (1) abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to HEAD; (2) E-mails must be sent on Your behalf to HEAD; (3) and You shall comply with all other applicable rules, regulations, and laws relating to email campaigns or email advertisements.
FTC Disclosure Rights:
You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where the Ad Link is 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 HEAD is compensating You for Your review or endorsement. If You received any product for free from HEAD or from Awin for review, this also must be clearly stated in Your disclosure. Disclosures must be made as close as possible to the claims and scrolling should not be necessary to locate the disclosure. Pop-up disclosures are prohibited.
Discount Codes:
Awin may make available to You promotion codes or coupons. You may only use promotion codes or coupons that are provided to through Awin. Where promotion codes or coupons are issued with an expiration date, this should be clearly displayed, and codes should be removed or explicitly marked as expired after this due date unless You are advised otherwise. You may not use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s). Any promotion of a code before the official live date and time is not allowed. Any violation of these terms will disallow You to earn commission on the promotion code or coupon.
Sub-Affiliate:
You may engage Sub-Affiliates to distribute the Ad Link in accordance with the Agreement, provided that: (1) You have written approval from Awin and HEAD to contract Sub-Affiliate; and a verifiable name, address and telephone number for each Sub-Affiliate is delivered to Awin or HEAD immediately upon request. You must have authority to bind Your Sub-Affiliates to the Agreement. Any breach by a Sub-Affiliate of the Agreement will be deemed a breach of the Agreement by You.
Indemnification:
You covenant and agree to defend, indemnify, and hold harmless Awin its parent company, affiliated companies, payment processors, service providers and their respective shareholders, directors, officers, and employees and HEAD, its parent company, affiliated companies, payment processors, service providers and their respective shareholders, directors, officers, and employees from and against any and all claims, suits, demands, damages, losses, penalties, interest, settlement and judgments, costs and expenses (including attorneys’ fees) incurred directly or indirectly as a result of: (1) Your breach of or non-compliance with this Agreement; (2) Your violation of any law; (3) Your acts or omissions in using, displaying or distributing any link obtained from the HEAD Affiliate Program or elsewhere, including but not limited to Your use of internet links via email distribution.
Validation Policy:
HEAD validation is 30 days with a look back window of 30 days.
Term of the Agreement:
The term of this Agreement as well the sublicense as mentioned under Ownership and Licensing is subject to the Term of the Agreement between Awin and HEAD. For avoidance of doubt the Agreement and the sublicense will under no circumstances be longer than the remaining term of Agreement between Awin and HEAD, and will terminate in the event that the Agreement between Awin and HEAD terminates, for any reason whatsoever.
Awin may immediately terminate this Agreement at any time for any reason whatsoever. You undertake to immediately cease: (1) further use and reproduction of any Ad Link, designs, developments, prototypes, product samples and other items provided by Awin pursuant to the Affiliate Program, in the event of termination, for any reason whatsoever, of the Agreement; (2) further use of (technical) knowledge and other information provided to You by Awin pursuant to the Agreement.
Severability:
If any provision of the Agreement is held invalid, illegal, or unenforceable, then such provisions will be modified, or if not possible, severed, to reflect the fullest valid legal and enforceable expression of the intent of the parties and the remainder of the Agreement will not be affected thereby.
Waiver:
No term or condition of the Agreement will be deemed and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by You and Awin.
