Coudstyle
Program Terms
Cloudstyle
Affiliate Program Agreement
Please read this Affiliate Program Agreement ("Agreement") carefully before submitting your Application to participate in the Cloudstyle Affiliate Program ("Program"). If you do not accept all of the terms and conditions of this Agreement do not submit an Application. By submitting the Application, you are conclusively deemed to have accepted and agreed to be bound by this Agreement. As used in this Agreement,”we”"us", and "Cloudstyle" means “Cloudstyle”. And "Affiliate", "you", and "your" means the applicant submitting the "site Application and participating in the Program.
1. Enrollment
The Program is professionally managed by Shareasale.com, Inc . ("Share-a-Sale"). This Agreement shall be effective upon Share-a-Sale's acceptance of your merchant link sign-up request and your linking and participation in the Program.
2. Linking and Participation in the Affiliate Program
To link to and participate in the Program, you must be registered as an affiliate with Share-a-Sale and request to be linked to the merchant, Cloudstyle Small Business Sales, Inc. Your registration request may be rejected for any reason or for no reason at our or Share-a-Sale’s sole discretion. Your request will be rejected if it is determined that your web site includes anything that is, inter alia, unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable. For domain names associated with your site that are registered privately, the domain of your username/email address must match the URL submitted with your application.
3. Affiliate Marketing Activities
In addition to the restrictions contained herein, your marketing activities may be further limited by the Affiliate Agreement you accept when you apply to our Program.
All images, product names & numbers, trade names, trademarks, slogans, and/or designs depicted in any marketing collateral or links made available to you under this Program (collectively, “Cloudstyle Material”) are the proprietary property of Cloudstyle or its licensors. Affiliates shall use Cloudstyle Materials only as specified herein and shall not misappropriate Material by, e.g. incorporating the same in a domain name.
A. Online Advertising (sponsored links)
Your paid ads must not link directly to our Site, even through a Share-a-Sale link. All paid search ads must take visitors to YOUR Site, not OURS.
Cloudstyle does not allow the bidding or use of its branded trademark terms by Affiliates. You are engaging in paid search advertising in any search engine, e.g. Google, Yahoo, or Bing. Unless there is a written agreement to the contrary, you are not to use any of the following trademark terms (or misspellings or derivatives thereof) in the title, advertising copy and/or description or display URL of a paid search advertisement.
B. Online Advertising (organic links)
Affiliates that use the above-branded trademark terms in any organic search link must use the terms in a fair manner, i.e. in a way that is not confusing, misleading, does not dilute or disparage our trademarks, and is in keeping with generally-recognized and accepted practices of fair use under U.S. Trademark Law.
C. Electronic Mail
Affiliate shall not send any emails, directly or indirectly, that advertises or promotes Cloudstyle, its products, services, websites, or offers without Cloudstyle’s prior express written consent. If consent is provided, the Affiliate must include Cloudstyle on its email distribution list at affiliate@cloudstyle.com. Affiliate shall not send any unsolicited commercial e-mail or other unsolicited online communications. Affiliate hereby represents that it will comply with all laws, rules, regulations, and ordinances relating to the sending of commercial emails, including, but not limited to, the federal CAN-SPAM Act of 2003. In addition, the Affiliate shall not generate or send any material advertising or promoting any Cloudstyle products or services via facsimile or engage in any telemarketing activities with respect to Cloudstyle’s products or services.
In any marketing activities where a reference is made to Cloudstyle or to any of Cloudstyle’s trademarks, Affiliate must identify itself as an affiliate by using the terms "affiliate" or “aff.”
Except as otherwise set forth in this Agreement, Affiliate shall not use Cloudstyle’s name, trademarks, service marks or any derivations or variations thereof in any manner, including without limitation, (a) in metatags, (b) in hidden text or source code or (c) in Affiliate’s domain name or any other part of the Affiliate’s universal record locator (URL).
Except as expressly authorized by this Agreement, Affiliate shall not use any of Cloudstyle’s trademarked terms, either alone or in conjunction with or as part of any other word or name, in any advertisement, publicity or promotion on Affiliate’s behalf, to express or imply any endorsement by Cloudstyle of any services provided by Affiliate or in any other manner whatsoever.
Affiliates found in violation of this section are subject to punitive actions by us without further notice. Such actions include but are not limited to suspension or termination of the Affiliate account, withholding of payments to the Affiliate, and publication (at our discretion) of the Affiliate's activities.
4. Links & Images
Cloudstyle shall make available to Affiliates, via the Share-a-Sale website, a variety of graphic and textual images (the "Images") that serve to identify your site as a member of the Program and that will establish "Links" from any. All websites you own, operate or control ("your site") to www.cloudstyle/shop ("our site"). Subject to the terms and conditions herein, you may display Links as often and in as many areas on your site as you desire. You shall cooperate fully with Cloudstyle in establishing and maintaining links. You may display on your site only those images provided to you by Cloudstyle, which may be discontinued or replaced at any time and from time to time at our sole discretion.
Upon request, you shall remove any Image from your site and replace it with a new Image we provide or Share-a-Sale. Banner ad link codes cannot at any time be modified by you, as doing so will not allow proper reporting of traffic sent through such banner link codes. You agree that each Link connecting users of your site to our site will in no way alter the look, feel, or functionality. Cloudstyle and Share-a-Sale may monitor your site at any time to determine if you comply with these terms.
5. Affiliate's Obligations
a. Place Links on your site within 30 days of your acceptance into the Program
b. Actively participate in the Program by accessing and using promotional Links via the Share-a-Sale site
c. You agree to be solely responsible for all costs and expenses you may incur in connection with your participation in the Program and your performance under this Agreement, including
(i) the development, operation and maintenance of your site;
(ii) all materials that appear on your site and the accuracy and appropriateness of such materials;
(iii) ensuring that any such materials do not violate or infringe upon the rights of any third party, including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights, are not libellous, defamatory, misleading, false or deceptive or otherwise illegal.
(iv) ensuring that your site and your business practices do not violate this Agreement
d. You agree to keep your application with the Share-a-Sale Affiliate Network updated with current and accurate information (including WHOIS information) and, at all times, list the websites you are using to drive traffic to us. For domain names associated with your site that are registered privately, the domain of your username/email address must match the URL submitted with your application
e. You agree not to make any representations, either express or implied or create an appearance or impression, directly or indirectly, that a visitor to your site is visiting our site, that a visitor to our site is visiting your site or that Cloudstyle endorses you or your site or your products and services (for example, you agree not to" frame" any pages or portions of our site)
f. Cloudstyle is not obligated to make any representations, warranties or other statements concerning you, your site, your site policies or any of your products or services
6. Spy Ware
You agree not to participate in spyware, adware or parasite ware techniques for driving traffic. We reserve the right to research and investigate affiliates and their activities and, at our discretion, determine whether or not these practices are in place. Affiliates found violating this policy will be immediately terminated from the Affiliate Program, with any unpaid commissions forfeited.
7. Publicity
Except for the material made available to you by Share-a-Sale for your participation in the Program, you shall not create, publish, distribute, or permit any material that refers to Cloudstyle or the Program without first obtaining our explicit written consent, which may be granted or withheld at our sole discretion.
8. Policies and Pricing
Customers who buy Cloudstyle's products and services through the Program are deemed to be customers of Cloudstyle. As such, all of Cloudstyle's policies and operating procedures concerning customer orders, customer service, and product and service sales shall apply. Cloudstyle shall own and retain all rights, titles and interests in all names, addresses, and other identifying information of customers visiting Our Site ("Customer Data"), which is collected by Cloudstyle, including without limitation. These customers access Our Site from Your Site. Affiliate shall have no right to use any such Customer Data.
Without our explicit consent, you may not include price information in your product descriptions. You shall refer to all questions, requests and queries regarding our products and services. The affiliate does not have the authority to make or accept any offer on our behalf.
Cloudstyle reserves the right to withhold affiliate commissions and terminate this Agreement for affiliates who violate this policy.
9. Commission Payment
Cloudstyle is neither responsible nor liable for any type of commission payments to you. Share-a-Sale handles and is solely responsible for any and all commission payments. Please visit www.shareasale.com for more information regarding commission payments and the timing of payments.
10. Licenses and Use of Logos and Trademarks
a. Cloudstyle grants you a limited, non-exclusive, non-transferable, revocable right to (i) access our site through the Links solely by, and for the contemplated purpose of, this Agreement and (ii) to use the branded trademarked terms shown below (only in the form(s) that they appear on the Cloudstyle Affiliate Program Share-a-Sale web pages) solely in connection with such Links, (collectively, the "Licensed Materials"), for the sole purpose of promoting Cloudstyle’s products and services on your site. You may not copy, distribute, alter, modify, reverse engineer, or create derivative works from the Licensed Materials. Cloudstyle may revoke your license at any time by giving you notice. Any goodwill arising out of your use of the Licensed Materials shall inure to the benefit of Cloudstyle only
b. You shall not make any specific use of any Licensed Materials for purposes other than promoting Cloudstyle’s products and services on your site. You agree not to use the Licensed Materials in a manner that is misleading or deceptive or that disparages the Program, Cloudstyle or its affiliates, or any of its or their products or services or that otherwise portrays Cloudstyle, in its sole discretion, in a negative light. Cloudstyle reserves all rights in the Licensed Materials. At no time during the Term or after that will you challenge or assist others in questioning the validity of the Licensed Materials or the registration thereof or attempt to register any confusingly similar trademarks, service marks, logos, trade names or domain names. Except for the limited license set forth above, no ownership or other rights to the Licensed Materials will be deemed granted to you hereunder or in connection with the Program by implication, estoppel or otherwise
c. You agree that any breach by you of your obligations regarding Licensed Materials during the Term or after that may result in irreparable injury to Cloudstyle, for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of such obligations of yours, Cloudstyle will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction
Cloudstyle reserves the right to withhold affiliate commissions and terminate this Agreement for affiliates who violate this policy.
d. You grant Cloudstyle a non-exclusive license to use your names, titles, logos, and trademarks (the "Affiliate Trademarks") to advertise, market, promote, and publicize in any manner your participation in the Program and to further Cloudstyle’s rights hereunder. Notwithstanding, we are not obligated to advertise, market, promote or publicize your participation in our Program or the existence of, or any other aspect of the Program
e. The licenses granted hereunder shall run concurrently with the Term of this Agreement.
11. Term
This Agreement shall apply and be effective as of the date your Share-a-Sale merchant link sign-up request is accepted and shall remain in effect for as long as you continue to participate in the Program or maintain Links to our site on your site. Either of us may terminate this Agreement at any time, with or without cause, by giving the other party notice of such termination. No commissions shall accrue or be earned by you after the Term.
Affiliate is only eligible to earn commissions on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. Cloudstyle may withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. If Cloudstyle has reason to believe Affiliate’s orders/referrals were obtained fraudulently or through misrepresentation, Cloudstyle shall have the right to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation.
Upon termination of this Agreement, (a) all licenses hereunder shall terminate and (b) you shall immediately remove all Licensed Materials from Your Site and cease using Cloudstyle’s name, logos, trademarks, service marks, trade dress, and/or proprietary technology.
12. Program Modification
Cloudstyle may modify this Agreement or the Program terms at any time in its sole discretion. You will be notified of any replacement of or changes to these Terms and Conditions via e-mail by a change notice. If you no long wish to be bound by the Program terms, as modified, you must immediately discontinue your participation in the Program and notify us accordingly. Your continued participation in the Program following any notice of change to this Agreement or the Program terms shall constitute your binding acceptance of the same as replaced or modified.
AFFILATE UNDERSTANDS THAT CLOUDSTYLE MAY AT ANY TIME, DIRECTLY OR INDIRECTLY, SOLICIT CUSTOMER REFERRALS AND ENTER INTO SIMILAR AGREEMENTS ON TERMS THAT MAY BE THE SAME, SIMILAR OR DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR ENTER INTO AN AGREEMENT WITH COMPETITORS OF THE AFFILIATE, OR MAY OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH AFFILIATE’S WEB SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED HEREUNDER, AND IT IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
13. Relationship of Parties
You and Cloudstyle are independent contractors and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship. You have no authority to make or accept any offers or representations on behalf of Cloudstyle. You may not make any statement on your site or otherwise, that contradicts anything contained in this section.
14. Representations and Warranties
Each party represents to the other that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.
Affiliate represents that the contents of Your Site and any domain names associated with Your Site do not (a) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any applicable law, statute, ordinance or regulation; (c) contain defamatory or libelous material; (d) contain lewd, pornographic, or obscene material; (e) violate any laws regarding unfair competition, anti-discrimination, or false advertising; (f) promote violence or contain hate speech; or (g) contain viruses, trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines.
Affiliate represents that it has and complies with a privacy policy consistent with federal and state laws and regulations, which is prominently displayed on its website.
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.
15. Confidentiality
Except as otherwise provided herein or with the consent of the other party, each party agrees that all information including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information, concerning Cloudstyle or you, or any other affiliate, provided by or on behalf of any of them shall remain strictly confidential and shall not be used, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.
16. Limitation of Liability
Cloudstyle makes no express or implied warranties or representations with respect to the Program, our site or any Cloudstyle products or services sold through the Program, including, without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage. Cloudstyle makes no representation that the operation of our site will be uninterrupted or error-free and we shall not be liable for the consequences of any such interruptions or errors.
CLOUDSTYLE SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM OR YOUR PARTICIPATION IN THE PROGRAM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY AVAILABLE WITH RESPECT TO THIS AGREEMENT AND/OR THE PROGRAM OR ANY BREACH BY CLOUDSTYLE HEREOF SHALL BE TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.
17. Indemnification
Affiliate agrees to indemnify, defend and hold harmless Cloudstyle and its affiliates, 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.
18. Jurisdiction/Venue
Any action to enforce this Agreement shall be brought in the federal or state courts located in California and the Affiliate irrevocably consents to the jurisdiction of such courts.
19. References/Testimonials
The Affiliate agrees to cooperate with us in the development of testimonies and other such marketing material. The Affiliate grants us unlimited rights to reference the Affiliate in any and all marketing materials without further compensation.
20. Notices
All notices from you to us, required under this Agreement, shall be sent via United States mail, prepaid postage, addressed as follows:
Cloudstyle
16009 Camino de la Cantera, Irwindale, California, 91702
Attn: Affiliate Program Manager
Notices from us to you may be sent via United States mail, prepaid postage, facsimile, or e-mail using the contact information on file held by Cloudstyle or Share-a-Sale.
21. Integration
This Agreement constitutes the final and complete agreement between you and Cloudstyle regarding the Program and supersedes all prior and contemporaneous understandings, agreements and communications, written or oral, concerning the subject matter hereof.
22. Acknowledgement and Acceptance
By submitting this application and clicking the link below, I hereby certify that I am authorized to act on behalf of the Affiliate and that I have read and accepted the terms, conditions and disclosures associated with this Agreement.
Affiliate Program Agreement
Please read this Affiliate Program Agreement ("Agreement") carefully before submitting your Application to participate in the Cloudstyle Affiliate Program ("Program"). If you do not accept all of the terms and conditions of this Agreement do not submit an Application. By submitting the Application, you are conclusively deemed to have accepted and agreed to be bound by this Agreement. As used in this Agreement,”we”"us", and "Cloudstyle" means “Cloudstyle”. And "Affiliate", "you", and "your" means the applicant submitting the "site Application and participating in the Program.
1. Enrollment
The Program is professionally managed by Shareasale.com, Inc . ("Share-a-Sale"). This Agreement shall be effective upon Share-a-Sale's acceptance of your merchant link sign-up request and your linking and participation in the Program.
2. Linking and Participation in the Affiliate Program
To link to and participate in the Program, you must be registered as an affiliate with Share-a-Sale and request to be linked to the merchant, Cloudstyle Small Business Sales, Inc. Your registration request may be rejected for any reason or for no reason at our or Share-a-Sale’s sole discretion. Your request will be rejected if it is determined that your web site includes anything that is, inter alia, unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable. For domain names associated with your site that are registered privately, the domain of your username/email address must match the URL submitted with your application.
3. Affiliate Marketing Activities
In addition to the restrictions contained herein, your marketing activities may be further limited by the Affiliate Agreement you accept when you apply to our Program.
All images, product names & numbers, trade names, trademarks, slogans, and/or designs depicted in any marketing collateral or links made available to you under this Program (collectively, “Cloudstyle Material”) are the proprietary property of Cloudstyle or its licensors. Affiliates shall use Cloudstyle Materials only as specified herein and shall not misappropriate Material by, e.g. incorporating the same in a domain name.
A. Online Advertising (sponsored links)
Your paid ads must not link directly to our Site, even through a Share-a-Sale link. All paid search ads must take visitors to YOUR Site, not OURS.
Cloudstyle does not allow the bidding or use of its branded trademark terms by Affiliates. You are engaging in paid search advertising in any search engine, e.g. Google, Yahoo, or Bing. Unless there is a written agreement to the contrary, you are not to use any of the following trademark terms (or misspellings or derivatives thereof) in the title, advertising copy and/or description or display URL of a paid search advertisement.
B. Online Advertising (organic links)
Affiliates that use the above-branded trademark terms in any organic search link must use the terms in a fair manner, i.e. in a way that is not confusing, misleading, does not dilute or disparage our trademarks, and is in keeping with generally-recognized and accepted practices of fair use under U.S. Trademark Law.
C. Electronic Mail
Affiliate shall not send any emails, directly or indirectly, that advertises or promotes Cloudstyle, its products, services, websites, or offers without Cloudstyle’s prior express written consent. If consent is provided, the Affiliate must include Cloudstyle on its email distribution list at affiliate@cloudstyle.com. Affiliate shall not send any unsolicited commercial e-mail or other unsolicited online communications. Affiliate hereby represents that it will comply with all laws, rules, regulations, and ordinances relating to the sending of commercial emails, including, but not limited to, the federal CAN-SPAM Act of 2003. In addition, the Affiliate shall not generate or send any material advertising or promoting any Cloudstyle products or services via facsimile or engage in any telemarketing activities with respect to Cloudstyle’s products or services.
In any marketing activities where a reference is made to Cloudstyle or to any of Cloudstyle’s trademarks, Affiliate must identify itself as an affiliate by using the terms "affiliate" or “aff.”
Except as otherwise set forth in this Agreement, Affiliate shall not use Cloudstyle’s name, trademarks, service marks or any derivations or variations thereof in any manner, including without limitation, (a) in metatags, (b) in hidden text or source code or (c) in Affiliate’s domain name or any other part of the Affiliate’s universal record locator (URL).
Except as expressly authorized by this Agreement, Affiliate shall not use any of Cloudstyle’s trademarked terms, either alone or in conjunction with or as part of any other word or name, in any advertisement, publicity or promotion on Affiliate’s behalf, to express or imply any endorsement by Cloudstyle of any services provided by Affiliate or in any other manner whatsoever.
Affiliates found in violation of this section are subject to punitive actions by us without further notice. Such actions include but are not limited to suspension or termination of the Affiliate account, withholding of payments to the Affiliate, and publication (at our discretion) of the Affiliate's activities.
4. Links & Images
Cloudstyle shall make available to Affiliates, via the Share-a-Sale website, a variety of graphic and textual images (the "Images") that serve to identify your site as a member of the Program and that will establish "Links" from any. All websites you own, operate or control ("your site") to www.cloudstyle/shop ("our site"). Subject to the terms and conditions herein, you may display Links as often and in as many areas on your site as you desire. You shall cooperate fully with Cloudstyle in establishing and maintaining links. You may display on your site only those images provided to you by Cloudstyle, which may be discontinued or replaced at any time and from time to time at our sole discretion.
Upon request, you shall remove any Image from your site and replace it with a new Image we provide or Share-a-Sale. Banner ad link codes cannot at any time be modified by you, as doing so will not allow proper reporting of traffic sent through such banner link codes. You agree that each Link connecting users of your site to our site will in no way alter the look, feel, or functionality. Cloudstyle and Share-a-Sale may monitor your site at any time to determine if you comply with these terms.
5. Affiliate's Obligations
a. Place Links on your site within 30 days of your acceptance into the Program
b. Actively participate in the Program by accessing and using promotional Links via the Share-a-Sale site
c. You agree to be solely responsible for all costs and expenses you may incur in connection with your participation in the Program and your performance under this Agreement, including
(i) the development, operation and maintenance of your site;
(ii) all materials that appear on your site and the accuracy and appropriateness of such materials;
(iii) ensuring that any such materials do not violate or infringe upon the rights of any third party, including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights, are not libellous, defamatory, misleading, false or deceptive or otherwise illegal.
(iv) ensuring that your site and your business practices do not violate this Agreement
d. You agree to keep your application with the Share-a-Sale Affiliate Network updated with current and accurate information (including WHOIS information) and, at all times, list the websites you are using to drive traffic to us. For domain names associated with your site that are registered privately, the domain of your username/email address must match the URL submitted with your application
e. You agree not to make any representations, either express or implied or create an appearance or impression, directly or indirectly, that a visitor to your site is visiting our site, that a visitor to our site is visiting your site or that Cloudstyle endorses you or your site or your products and services (for example, you agree not to" frame" any pages or portions of our site)
f. Cloudstyle is not obligated to make any representations, warranties or other statements concerning you, your site, your site policies or any of your products or services
6. Spy Ware
You agree not to participate in spyware, adware or parasite ware techniques for driving traffic. We reserve the right to research and investigate affiliates and their activities and, at our discretion, determine whether or not these practices are in place. Affiliates found violating this policy will be immediately terminated from the Affiliate Program, with any unpaid commissions forfeited.
7. Publicity
Except for the material made available to you by Share-a-Sale for your participation in the Program, you shall not create, publish, distribute, or permit any material that refers to Cloudstyle or the Program without first obtaining our explicit written consent, which may be granted or withheld at our sole discretion.
8. Policies and Pricing
Customers who buy Cloudstyle's products and services through the Program are deemed to be customers of Cloudstyle. As such, all of Cloudstyle's policies and operating procedures concerning customer orders, customer service, and product and service sales shall apply. Cloudstyle shall own and retain all rights, titles and interests in all names, addresses, and other identifying information of customers visiting Our Site ("Customer Data"), which is collected by Cloudstyle, including without limitation. These customers access Our Site from Your Site. Affiliate shall have no right to use any such Customer Data.
Without our explicit consent, you may not include price information in your product descriptions. You shall refer to all questions, requests and queries regarding our products and services. The affiliate does not have the authority to make or accept any offer on our behalf.
Cloudstyle reserves the right to withhold affiliate commissions and terminate this Agreement for affiliates who violate this policy.
9. Commission Payment
Cloudstyle is neither responsible nor liable for any type of commission payments to you. Share-a-Sale handles and is solely responsible for any and all commission payments. Please visit www.shareasale.com for more information regarding commission payments and the timing of payments.
10. Licenses and Use of Logos and Trademarks
a. Cloudstyle grants you a limited, non-exclusive, non-transferable, revocable right to (i) access our site through the Links solely by, and for the contemplated purpose of, this Agreement and (ii) to use the branded trademarked terms shown below (only in the form(s) that they appear on the Cloudstyle Affiliate Program Share-a-Sale web pages) solely in connection with such Links, (collectively, the "Licensed Materials"), for the sole purpose of promoting Cloudstyle’s products and services on your site. You may not copy, distribute, alter, modify, reverse engineer, or create derivative works from the Licensed Materials. Cloudstyle may revoke your license at any time by giving you notice. Any goodwill arising out of your use of the Licensed Materials shall inure to the benefit of Cloudstyle only
b. You shall not make any specific use of any Licensed Materials for purposes other than promoting Cloudstyle’s products and services on your site. You agree not to use the Licensed Materials in a manner that is misleading or deceptive or that disparages the Program, Cloudstyle or its affiliates, or any of its or their products or services or that otherwise portrays Cloudstyle, in its sole discretion, in a negative light. Cloudstyle reserves all rights in the Licensed Materials. At no time during the Term or after that will you challenge or assist others in questioning the validity of the Licensed Materials or the registration thereof or attempt to register any confusingly similar trademarks, service marks, logos, trade names or domain names. Except for the limited license set forth above, no ownership or other rights to the Licensed Materials will be deemed granted to you hereunder or in connection with the Program by implication, estoppel or otherwise
c. You agree that any breach by you of your obligations regarding Licensed Materials during the Term or after that may result in irreparable injury to Cloudstyle, for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of such obligations of yours, Cloudstyle will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction
Cloudstyle reserves the right to withhold affiliate commissions and terminate this Agreement for affiliates who violate this policy.
d. You grant Cloudstyle a non-exclusive license to use your names, titles, logos, and trademarks (the "Affiliate Trademarks") to advertise, market, promote, and publicize in any manner your participation in the Program and to further Cloudstyle’s rights hereunder. Notwithstanding, we are not obligated to advertise, market, promote or publicize your participation in our Program or the existence of, or any other aspect of the Program
e. The licenses granted hereunder shall run concurrently with the Term of this Agreement.
11. Term
This Agreement shall apply and be effective as of the date your Share-a-Sale merchant link sign-up request is accepted and shall remain in effect for as long as you continue to participate in the Program or maintain Links to our site on your site. Either of us may terminate this Agreement at any time, with or without cause, by giving the other party notice of such termination. No commissions shall accrue or be earned by you after the Term.
Affiliate is only eligible to earn commissions on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. Cloudstyle may withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. If Cloudstyle has reason to believe Affiliate’s orders/referrals were obtained fraudulently or through misrepresentation, Cloudstyle shall have the right to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation.
Upon termination of this Agreement, (a) all licenses hereunder shall terminate and (b) you shall immediately remove all Licensed Materials from Your Site and cease using Cloudstyle’s name, logos, trademarks, service marks, trade dress, and/or proprietary technology.
12. Program Modification
Cloudstyle may modify this Agreement or the Program terms at any time in its sole discretion. You will be notified of any replacement of or changes to these Terms and Conditions via e-mail by a change notice. If you no long wish to be bound by the Program terms, as modified, you must immediately discontinue your participation in the Program and notify us accordingly. Your continued participation in the Program following any notice of change to this Agreement or the Program terms shall constitute your binding acceptance of the same as replaced or modified.
AFFILATE UNDERSTANDS THAT CLOUDSTYLE MAY AT ANY TIME, DIRECTLY OR INDIRECTLY, SOLICIT CUSTOMER REFERRALS AND ENTER INTO SIMILAR AGREEMENTS ON TERMS THAT MAY BE THE SAME, SIMILAR OR DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR ENTER INTO AN AGREEMENT WITH COMPETITORS OF THE AFFILIATE, OR MAY OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH AFFILIATE’S WEB SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED HEREUNDER, AND IT IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
13. Relationship of Parties
You and Cloudstyle are independent contractors and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship. You have no authority to make or accept any offers or representations on behalf of Cloudstyle. You may not make any statement on your site or otherwise, that contradicts anything contained in this section.
14. Representations and Warranties
Each party represents to the other that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.
Affiliate represents that the contents of Your Site and any domain names associated with Your Site do not (a) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any applicable law, statute, ordinance or regulation; (c) contain defamatory or libelous material; (d) contain lewd, pornographic, or obscene material; (e) violate any laws regarding unfair competition, anti-discrimination, or false advertising; (f) promote violence or contain hate speech; or (g) contain viruses, trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines.
Affiliate represents that it has and complies with a privacy policy consistent with federal and state laws and regulations, which is prominently displayed on its website.
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.
15. Confidentiality
Except as otherwise provided herein or with the consent of the other party, each party agrees that all information including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information, concerning Cloudstyle or you, or any other affiliate, provided by or on behalf of any of them shall remain strictly confidential and shall not be used, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.
16. Limitation of Liability
Cloudstyle makes no express or implied warranties or representations with respect to the Program, our site or any Cloudstyle products or services sold through the Program, including, without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage. Cloudstyle makes no representation that the operation of our site will be uninterrupted or error-free and we shall not be liable for the consequences of any such interruptions or errors.
CLOUDSTYLE SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM OR YOUR PARTICIPATION IN THE PROGRAM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY AVAILABLE WITH RESPECT TO THIS AGREEMENT AND/OR THE PROGRAM OR ANY BREACH BY CLOUDSTYLE HEREOF SHALL BE TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.
17. Indemnification
Affiliate agrees to indemnify, defend and hold harmless Cloudstyle and its affiliates, 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.
18. Jurisdiction/Venue
Any action to enforce this Agreement shall be brought in the federal or state courts located in California and the Affiliate irrevocably consents to the jurisdiction of such courts.
19. References/Testimonials
The Affiliate agrees to cooperate with us in the development of testimonies and other such marketing material. The Affiliate grants us unlimited rights to reference the Affiliate in any and all marketing materials without further compensation.
20. Notices
All notices from you to us, required under this Agreement, shall be sent via United States mail, prepaid postage, addressed as follows:
Cloudstyle
16009 Camino de la Cantera, Irwindale, California, 91702
Attn: Affiliate Program Manager
Notices from us to you may be sent via United States mail, prepaid postage, facsimile, or e-mail using the contact information on file held by Cloudstyle or Share-a-Sale.
21. Integration
This Agreement constitutes the final and complete agreement between you and Cloudstyle regarding the Program and supersedes all prior and contemporaneous understandings, agreements and communications, written or oral, concerning the subject matter hereof.
22. Acknowledgement and Acceptance
By submitting this application and clicking the link below, I hereby certify that I am authorized to act on behalf of the Affiliate and that I have read and accepted the terms, conditions and disclosures associated with this Agreement.