THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BLOOM BRANDS LLC (DBA BIDO BRANDS). BY SUBMITTING THE ONLINE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION. BLOOM BRANDS LLC (DBA BIDO BRANDS) MAY UPDATE THE TERMS & CONDITIONS AT ANY TIME WITHOUT NOTICE. YOU AGREE TO ANY UPDATES TO THE BLOOM BRANDS LLC (DBA BIDO BRANDS) TERMS BY CONTINUING TO PARTICIPATE IN THE PROGRAM.
1. Overview
This Affiliate Agreement (this “Agreement”) contains the complete terms and conditions that apply to you becoming an affiliate in BIDO BRANDS’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your website and the BIDO BRANDS website (www.itsbido.com). Please note that throughout this Agreement, “BIDO BRANDS,” “BIDO,” "we," "us," and "our" refer to BLOOM BRANDS LLC, and "you," "your," and "yours" refer to the affiliate.
Your electronic acceptance of this agreement signifies that you have read, understand, acknowledge and agree to be bound by this agreement, along with BIDO BRANDS’s terms of service, which is incorporated herein by reference. In the event there is a conflict between the provisions of this Agreement and the provisions of the Terms of Service Agreement, the provisions of this Agreement shall control.
2. Affiliate Program Requirements
2.1 You must complete and submit the online application at www.itsbido.com. You must be over 18 years of age. You will need to provide your first name, last name, date of birth, a valid email address and other information as instructed in order to activate your BIDO Affiliate account. All applicants will be required to provide a copy of their W9 and a resale tax certificate if applicable. By enrolling for the BIDO Affiliate Program, you agree to enroll in BIDO marketing emails.
2.2 Approval of your application is within our sole discretion. An approved application does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion and may cancel your application if we determine that your site is unsuitable for our program, including if it:
2.2.1 Promotes sexually explicit materials;
2.2.2 Promotes violence;
2.2.3 Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
2.2.4 Promotes illegal activities;
2.2.5 Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;
2.2.6 Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;
2.2.7 Contains software downloads that potentially enable diversions of commission from other affiliates in our program;
2.2.8 You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are BIDO BRANDS or any other affiliated business.
2.3 Gaming the system will lead to exclusion from the program and any rewards earned will be revoked. This pertains to, but not exclusively, mass distribution of the referral link and/or code in any form as well as referring yourself.
2.4 You are not permitted, under any circumstances, to represent that you are acting on behalf of BIDO BRANDS or that you have the authority to enter in any agreement on behalf of BIDO BRANDS.
2.5 Purchases must either be made through your unique referral link or involve your unique referral discount code in order for you to be credited. You will not earn your reward if the referred customer fails to do so and BIDO BRANDS is under no obligation to pay you a reward in such case.
2.6 You acknowledge and agree that BIDO BRANDS’s determination will be final and binding with respect to the referring party's eligibility for any affiliate program reward.
2.7 You are not permitted to market or run any paid or sponsored advertisements on behalf of or for BIDO BRANDS on any third-party sites without BIDO BRANDS’s prior written consent.
2.8 You are not permitted to make any derogatory statements about BIDO and/or BIDO BRANDS products.
3. Description of the Affiliate Program
3.1 How it Works. BIDO Affiliate Program allows you to earn commissions on sales to new BIDO BRANDS customers via advertising on your website or publishing location (such as an electronic newsletter, blog or social media channels) that contains a link with your affiliate ID. This advertising will allow you to drive traffic to BIDO BRANDS website. You will earn a percentage of the Net Revenue generated, or commission as outlined in your platform agreement, when a person or entity (that is not you or your agent(s)) makes their first-time purchase of certain BIDO BRANDS products or services (“New Customer”) after being referred to through the unique affiliate link that is contained on your website or publishing location.
After being referred to the BIDO BRANDS website from a link contained on your website or publishing location, visitors have thirty (30) days to complete their purchase for you to receive a commission. Should the visitor click on another referral link that is not controlled by you, or return to the BIDO BRANDS website via another source-coded advertising link during the initial thirty (30) days, your affiliate link will be overwritten and you will not receive a commission for that visitor’s purchase.
3.2 Commissionable Sales. Affiliate acknowledges and agrees that BIDO BRANDS will only pay for first-time purchases by new customers. Affiliate will only receive commission for purchases completed after linking through Affiliate’s unique referral link and completing such purchases within 30 days of first visiting the BIDO BRANDS site. Subsequent purchases made by the same customer (including by accessing BIDO BRANDS website directly) will not be commissionable.
3.3 Restrictions on Eligible Commissions. You are not eligible for a commission payment on purchases made by you, your employees, agents, representatives, or contractors (all considered your “agents”), as well as purchases made from several accounts owned by the same person.
3.4 Commission Payment. In consideration for the Services, BIDO BRANDS will pay you (the “Affiliate”) a percentage of the Net Revenue (as defined below) collected by BIDO BRANDS in accordance with the platform commission agreement.
3.4.1 For purposes of this Agreement, “Net Revenue” means gross fees received by BIDO BRANDS from Valid Orders (as defined below), less amounts paid for using store credit or gift certificates, discounts, taxes, duties and transaction-based costs and expenses, including but not limited to payment process fees and shipping fees.
3.4.2 For purposes of this Agreement, “Valid Orders” means purchases of BIDO product(s) that are not reversed, charged back, unauthorized, fraudulent or from an existing customer; the Commission is also only paid to the Affiliate if the valid Order is final. Any returns will cause that specific Commission to be deducted out of the month payouts.
3.4.3 Commission payments are sent out on the 20th of every month for the previous month’s commissions. Commissions that an Affiliate earns in January, for example, are eligible for payment on February 20th. If the 20th falls on a weekend, payments are sent out on the following Monday. Commissions due hereunder will be made by BIDO BRANDS to you through ShareASale payment processor (“Payment Processor”). Your are solely responsible for creating and maintaining your ShareASale account, and communicating such account information to BIDO BRANDS for purposes of receiving the payments set forth herein. BIDO BRANDS is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by us, including without limitation any transactions originating from your IP addresses or computers under your control. Any money held in your account will not collect interest.
If Affiliates have any questions about this, please contact ShareASale support team and they will be happy to answer any payment questions.
4. Termination
4.1 BIDO BRANDS reserves the right to terminate this Agreement and your participation in the BIDO Affiliate Program immediately and without notice to you should you commit fraud in your use of the BIDO Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, BIDO BRANDS shall not be liable to you for any commissions.
4.2 Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
5. Intellectual Property
5.1 We grant to you a non-exclusive, non-transferable, revocable right to (i) access our website through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of BIDO BRANDS’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of BIDO BRANDS and the goodwill associated therewith will inure to the sole benefit of BIDO BRANDS.
5.2 You grant to us in perpetuity a royalty-free, irrevocable right and license to use, publish and broadcast any content created in any form that features, promotes or otherwise includes a BIDO BRANDS product on any media, now known or later discovered, including without limitation our online and mobile social media channels, websites and emails, and in broadcast and printed collateral or advertisements to advertise, publicize, and promote the business of BIDO BRANDS.
5.3 Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective proprietary materials and no right, title, or interest is transferred to the other.
6. Compliance
All affiliates must comply with all federal, state and local regulations within your jurisdiction. This includes applicable governing marketing emails (i.e. CAN-SPAM Act), and all other anti-spam laws. BIDO BRANDS reserves the right to suspend or remove affiliates from our affiliate program at any time, without warning. Upon termination, you agree to discontinue use of all links, logos, banners and promotional materials provided to you by BIDO BRANDS.
7. Disclaimer
BIDO BRANDS AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE BIDO BRANDS PRODUCTS, BIDO BRANDS CONTENT, THE AFFILIATE PROGRAM, THE AFFILIATE TOOL, BIDO BRANDS SERVICE OR BIDO BRANDS WEBSITE FOR ANY PURPOSE. ANY IMPLIED WARRANTIES OF BIDO BRANDS ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, BIDO BRANDS PRODUCTS AND AFFILIATE TOOL ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND.
8. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU OR ANYONE CLAIMING THROUGH YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL BIDO BRANDS’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, BIDO BRANDS SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
9. Indemnification
You hereby agree to indemnify and hold harmless BIDO BRANDS, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your website, including, without limitation, content therein not attributable to us.
10. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
11. Miscellaneous
11.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and BIDO BRANDS. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or any other of website or otherwise, that reasonably would contradict anything in this Section.
11.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
11.3. This Agreement shall be governed, both as to interpretation and enforcement, by the laws of the State of Florida without regard to any principles of conflicts of law.
11.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
11.5. This Agreement represents the entire agreement between BIDO BRANDS and you, and shall supersede all prior agreements and communications of the parties, oral or written.
11.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
11.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
12. Modifications to the service and prices
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
