TERMS AND CONDITIONS
In consideration of the promises set forth below, each party agrees as follows:
1. Offers and Engagements.
1.1. From time to time, we may post on the Network 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 into 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, Advertiser 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. Voucher codes cannot be advertised unless authorised by White Stuff, if unauthorised codes are advertised commission payments for any sales generated during the period the code was advertised will be cancelled. If unauthorised codes are repeatedly advertised the affiliate may be removed from the network.
1.5. Cashback is not eligible when a voucher code has been used
1.6. Members should only use voucher codes listed on Cashback sites. If you use voucher codes or gift vouchers that are not listed on Cashback sites your cashback may not track or be declined.
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 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 Limited of any 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 all concerns upon receipt of Your notification.
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 UK Network 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 Limited 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 will not pay commission on products which are subsequently returned to White Stuff.
3.6. We are unable to pay commission on products exchanged after the original order.
3.7. We will not pay commission on sales of White Stuff gift cards or Thrift+ bags.
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 UK Network, 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.
5. Termination.
5.1. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through the Awin UK Network. 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 day's prior written notice of such termination to the other party and the AwinUK Network. 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. Cross-Indemnification.
7.1. Each party hereby agrees to indemnify, defend and hold harmless the other party 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 its representations or obligations herein.
8. Awin Required Provisions.
8.1. Each party jointly and severally agrees to indemnify, defend, and hold harmless Awin Limited and its publishers, officers, directors, employees and agents (collectively, "Awin") from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any Offer, Engagement, any other matter related to this Agreement or the subject matter hereof any dispute relating thereto.
8.2. The parties agree that Awin may rely on any data, notice, instruction or request furnished to Awin by either party which is reasonably believed by Awin to be genuine and to have been sent or presented by a person reasonably believed by Awin to be authorised to act on behalf of one of the parties. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve Awin, Awin may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of Awin's counsel shall be within the costs and disbursements covered by the indemnity specified in Section 8.1 above.
8.3. The parties acknowledge and agree that the nature of the Product is such that in its normal operation it may access and download elements of software data from resources which are external to the computer or device running the Product, such as Product enabled servers. The parties acknowledge that Awin has not undertaken to provide such external resources or servers and specifically disclaims any representation or warranty as the availability, quality or performance of such resources or whether they may contain any defects which may affect the performance of the Product or either party's computer. Awin shall not be responsible for provision of any communications facilities or the costs associated with such communications.
8.4. The parties agree that Awin is an intended third party beneficiary of this Agreement.
9. Limitation of Liability.
9.1. 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.
9.2. The parties agree that the Awin UK Network and Awin Limited 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.
10.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
10.2. This Agreement will be governed by the laws of England and Wales. Each party consents to the exclusive jurisdiction and venue of the English courts. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any action, suit or proceeding arising out of or relating to this Agreement.
10.3. By accepting any Offer through the Awin UK Network, You agree that you will be deemed to have executed, and will be bound by, this Agreement.
10.4. 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.PPC / Search PoliciesKeyword Bidding.
You are not permitted to use any of Our brand terms or Our Marks, including misspells and other variants to gain preferential listings on Google, Bing, Yahoo and MSN. You are not permitted to use 'branded term + generic terms' to gain preferential listings on Google, Bing, Yahoo and MSN. PPC PolicyAffiliates are not allowed to bid on any keywords that include the White Stuff brand name or URL. This applies to all search engines. Restricted keywords also include any misspells or combinations of the White Stuff brand name or URL. They include but are not limited to:
White stuff
whitestuff
www.whitestuff.com
www.whitestuff.co.uk
white stuff.com
white stuff.co.uk
whitestuff.com
whitestuff.co.uk
www.whitesstuff.co.uk
the white stuff
white stuff clothing
white stuff clothes
white stuff uk
the whitestuff
whitestuff clothing
You are permitted to use any generic keywords that do not relate to Us. Examples would include 'jeans' 't-shirts' 'jumpers'.It is your responsibility to seek the advice of Awin Ltd if you are unsure of what keyword bidding you are permitted to do whilst participating in the Engagement.You are not permitted to bid on competitor's brand terms to drive traffic to the Required URLs. We would like to remind You of the dangers of Google's extended/expanded broad match functionality and would strongly recommend including the term 'White Stuff' as a negative keyword on all campaigns in order to negate the risk of appearing on 'Merchant Name' brand terms.
Display URLs
You are not permitted to use the word 'White Stuff' in your display URLs in any text ad, for example: 'www.WhiteStuff.com', 'WhiteStuff.com', 'www.WhiteStuff.co.uk', 'WhiteStuff.co.uk'You are not permitted to use misspellings, or upper/lower case variants of the above.
Landing Pages
All clicks must first land on Your site, and the user must click from Your site to the Required URL in order for there to be a Qualifying Link.Clicks must never land directly on the Required URLs. Overlays and masked URLs are not permitted.If affiliates take part in any of the prohibited activities above, merchant will take appropriate action.
- Partners seen to profit from promoting exclusive discount codes/offers without prior permission are liable to have commissions cancelled for the preceding 7-days and placed on a lower commission offer for 90 days.
- If this violation is repeated, then the sanction would be to cancel commissions for the preceding 30-days, and indefinitely placed in the lower commission offer.
- A further violation would be met with indefinite suspension from the program, and prior commissions to be cancelled (with the prior period to be defined on a case-by-case basis).
