LOOV Organic
Program Terms
LOOV Organic Affiliate Marketing Program Agreement
This Affiliate Marketing Program Agreement (the "Agreement") contains the terms and conditions that apply to your participation in the LOOV Organic Affiliate Marketing Program (the "Program"). THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LOOV Organic OÜ (the „Company“).
Please read this Agreement carefully. By clicking "I accept" or by participating in the Program, you represent that you ("Affiliate" or "you" or "your") have read, fully understand and agree to the terms of this Agreement. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS SET FORTH HEREIN, DO NOT JOIN THIS AFFILIATE PROGRAM.
1. Affiliate Program Enrollment
The Affiliate shall submit an application to enroll in the affiliate program. The Company reserves the right to accept or reject the application at its sole discretion. You will be notified if your application has been accepted or rejected. If we reject your application, you may reapply at any time. You must be at least 18 years of age to join this Program. By submitting your request to participate in this Program, you represent, warrant, covenant and agree that (i) all information that you provide to us in connection with your participant application and/or in connection with your participation in this Affiliate Program is true, complete and accurate, (ii) you have all necessary rights and authority to enter into this Agreement and perform your obligations hereunder, (iii) this Agreement will constitute a legal, binding and enforceable agreement against you in accordance with the terms and conditions herein, and (iv) your execution and performance hereunder will not conflict with or result in a breach or violation of any other agreement, arrangement or understanding to which you are bound.
2. Suitability of Affiliate Websites/Marketing Channels
Your websites/channels are not suitable and you may not participate in the Program if the websites operated by you violate any of the following website suitability restrictions. Further, you represent, warrant, covenant and agree that none of your participating websites or any content or technology contained thereon will, at anytime during the period that you are an affiliate in this Affiliate Program, violate any of the following website suitability restrictions. In the event that we believe that you have violated any of the following website suitability restrictions we may, in addition to all other rights and remedies that we may have, terminate this Agreement and your participation in this Program without notice. Your participating websites may not:
(i) infringe on our or any other person's or entity's intellectual property, publicity, privacy or other rights,
(ii) fail to state a clear online privacy policy to your visitors,
(iii) require a username or password to access your websites, without our prior written consent (including via email),
(iv) violate any law, rule or regulation,
(v) contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials,
(vi) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information,
(vii) contain material that is materially false, inaccurate, fraudulent or misleading or that promotes pyramid or similar schemes;
(viii) promote violence or any illegal or immoral activity,
(ix) promote discrimination based upon gender, race, religion, nationality, disability, sexual orientation or age,
(x) use or promote the use of spam,
(xi) contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website,
(xii) use any software that gathers information through the customer's Internet connection without his or her knowledge,
(xiii) install spyware on another person's computer, or cause spyware to be installed on another person's computer, or utilize any "opt-out downloads". An "opt-out download" is any software, program, script, tool or element that would automatically download to a user's computer or that would become operative when the user accesses the Internet unless the user takes affirmative action to prevent the download.
(xiv) use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or other content on an Internet website in a way that interferes with a user's ability to view the Internet website, or use browser-embedded contextual targeting applications or other applications which serve advertisements (pop-up ads and pop-unders, in-browser ads and highlighting of website content and redirecting to websites with similar content, regardless of whether any such advertisements are served directly by you or is provided or purchased from a third-party) on Company’s or Company’s competitors websites or on any other website other than your websites.
(b) You may not (i) engineer you websites in a manner designed to direct or pull Internet traffic away from our Companys website, (ii) attempt to modify or alter our Company’s website in any way; (iii) make any representations, either express or implied, or create an appearance that a visitor to your website is visiting our website, e.g., "framing" the Company’s website, without our prior written approval; or (iv) "scrape" or "spider" any Companys website or any other website for Companys Content (as defined below).
(c) You may not purchase products during sessions initiated through Qualified Links on your websites for resale, or commercial use of any kind. Such purchases may result, in our sole discretion, in the withholding of the Revenue Share or the termination of this Agreement.
(c) We have the right in our sole discretion to monitor your websites at any time and from time to time to determine if you are in compliance with the terms of this Agreement, and you agree to provide us with unrestricted access to your websites for such purpose.
3. Reversal and Communication Policy
We reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in this Agreement. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.
You are not forthcoming, intentionally vague or are found to be lying.
You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.
You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
If any of the above applies, then we reserve the right to reverse orders, set your commission to 0% or suspend you from the Program for the period or orders in question. We know that many violations are a result of automated processes; however it is incumbent upon you to ensure that you have the appropriate checks and balances in place to pro-actively address these issues and adhere to our Program.
4. Pay-Per-Click ("PPC") Guidelines
If you are enrolled in this Program and participate in PPC advertising, you must adhere to our PPC guidelines as follows:
You may not bid on any of our Trademarks, including any variations or misspellings thereof for search or content-based campaigns on Google, Yahoo or any other network.
You may not use our Trademarks in sequence with any other keyword.
You may not use our Trademarks in your ad title, ad copy, display name or as the display URL.
You may not bid in any manner appearing higher than LOOV Organic for any search term in position 1-5 in any auction style PPC advertising program.
If you automate your PPC campaigns, it is your responsibility to exclude our Trademarks from your PPC advertising program and we strongly suggest you add our Trademarks as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If you engage in PPC trademark bidding that uses our Trademarks, we may terminate your participation in the Program immediately.
5. Promotional Activities
The Affiliate agrees to promote the Company's products through approved marketing channels, including but not limited to websites, blogs, social media, email marketing, and advertising campaigns. The Affiliate shall comply with all applicable laws, regulations, and industry standards in their promotional activities. The Affiliate shall not engage in any misleading, deceptive, or unethical marketing practices, including but not limited to false advertising, spamming, or infringing upon intellectual property rights.
6. Coupon Guidelines
If you are enrolled in our Program and Your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
You may ONLY advertise coupon codes that are provided to you through the Program. Posting any information about how to work around the requirements of a coupon/promotion (i.e. first time customers only) will result in your removal from the Program. Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
You may NOT use any technology that covers up the coupon code and generates an affiliate click by revealing the code(s).
You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other advertising campaign, unless agreed otherwise.
You may NOT give the appearance that any ongoing offer requires clicking from your marketing channel in order to redeem. For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from your marketing channel to get this deal.
7. Special Offers
From time to time, we may post on ShareASale or Company’s Site special offers ("Special Offers") to pay certain members of the Affiliate Program, chosen at our sole discretion, a specified referral fee on sales of certain products. The terms of a Special Offer, as posted on ShareASale or otherwise communicated to such members, shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the Special Offer and the terms of this Agreement, the terms of the Special Offer shall govern.
Advance notice of promotions, sales and special events is Confidential Information of ours until such events are publicized by us. From time to time you may be given prior notice of such events so that you may prepare content on your Website or otherwise communicate to your customer base. The existence of such event and any Company’s Content provided to you is Confidential Information and may not be disclosed by you prior to the date specified by us. You also agree upon notice to promptly remove any Confidential Information from your site upon our request.
8. Intellectual Property
The Affiliate acknowledges that all intellectual property rights, including but not limited to trademarks, logos, product images, and marketing materials, are the sole property of the Company.
The Company grants the Affiliate a limited, non-exclusive, non-transferable license to use the Company's intellectual property solely for the purpose of promoting the Company's products in accordance with this Agreement.
You may only use the Promotional Materials to promote the LOOV Organic (and the products available thereon), and for linking to the LOOV Organic Site.
9. Commission and Payments
During the term of this Agreement, The Company agrees to pay the Affiliate a commission for qualified sales referred through their affiliate link or promo code. The commission rate and terms shall be outlined in the Company's affiliate portal or as otherwise communicated to the Affiliate.
Commissions will be calculated based on the net sales amount after deducting returns, discounts, and fees. For purposes of this Agreement, "Net Sales“ means all cash from products sold in a transaction resulting directly from a qualifying link tracked by ShareASale from your website to the Company’s Website in accordance with this Agreement. You acknowledge and agree that we will not be obligated to pay any revenue share unless we actually ship the applicable order and receive full payment for such order.
A transaction may be deemed to be resulting directly from a Qualifying Link from your website to the Company’s Website if:
(i) such purchase is made during the time period set forth by us through the Network after the customer has initially entered our website through your tracked Qualifying Link ("Revenue Share Time"). After the Revenue Share Time, we will not pay referral fees on any products that are added to a customer's shopping cart after the customer has re-entered our website (other than through a Qualifying Link from your website), even if the customer previously followed a link from your website to our website.
(ii) your tracked Qualifying Link is the most recent referral to the Company’s Site prior to such purchase among all marketing channels tracked by us or ShareASale. If we are able to track a referral from another marketing channel (e.g. another affiliate, comparison shopping engine, paid search, banner advertisement or any other trackable marketing channel) that is more recent than your Qualifying Link, then the resulting purchase will be deemed to not be directly resulting from your tracked Qualifying Link. All determinations of Qualifying Links and whether a referral fee is payable will be made by us and will be final and binding on you.
The Company shall make payments to the Affiliate on a regular basis, as determined by the Company. The payment method and schedule shall be specified in the Company's affiliate portal.
10. Tracking
The Affiliate acknowledges that the Company's tracking system is the sole determinant of referrals and commissions, and any discrepancies shall be resolved based on the data provided by the Company.
We will track sales made to customers who purchase products using Qualified Links, that you will generate from your website/marketing platform to our website, and reports summarizing this sales activity will be available to you also through ShareASale. The form, content, and frequency of the reports are limited to those reports and capabilities available through ShareASale. We are not responsible for any changes that ShareASale may make in their reporting format, timing, or types of reports available to the members of our Affiliate Program. To permit accurate tracking, reporting and fee accrual, you must ensure that the links between your website and our website are properly formatted. We are not responsible for improperly formatted links regardless of whether you have made amendments to the code or not. In addition, we are unable to track or provide you credit for sales from customers that are referred to us with browsers that do not have their cookies setting enabled.
You represent, warrant, covenant, and agree that you will not bypass, modify, circumvent, impair, disable or otherwise interfere with any links, web beacons, cookies or other technology provided by us or ShareASale.
11. Responsibility for Your Websites and Your Participation
You will be solely responsible for the development, operation, and maintenance of all websites that are linked to the Company’s Website hereunder and for all content, technology and other materials that appear on such websites. You acknowledge and agree that you are responsible for complying with all of the terms and conditions hereof and all applicable laws, rules and regulations. You represent, warrant, covenant, and agree that:
(i) you will not state or imply that we sponsor, endorse, sanction or otherwise approve your website or any of your products or service, and furthermore you will not state or imply that you are an agent, officer, partner, employee of ours, or otherwise take any action that could reasonably cause customers confusion as to our relationship or association with you,
(ii) you will not take any action that could reasonably cause customers confusion as to the website on which any data collection, purchase transaction or other functions are occurring,
(iii) at all times during and after the term of this Agreement, you will protect all of our Confidential Information (as defined below) that you obtain or otherwise have access to with the same degree of care that you use to protect your own confidential and proprietary information but in no event less than a reasonable standard of care,
(iv) you will promptly notify us of any malfunctioning of the Qualifying Links or other problems with your participation.
(b) We disclaim all liability for all such matters. Further, you agree to defend, indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorney’s fees) relating to the development, operation, maintenance or content of your website.
(c) For purposes of this Agreement, "Confidential Information" means all non-public information provided or obtained by you about us, including, without limitation, all customer information, and all business and sales information related to transactions through this Affiliate Program.
12. Violation of Terms and Affiliate Indemnification
Violation of any of the terms, conditions or prohibitions contained in this Agreement may result in, among other things, the immediate termination of this Agreement and the commencement of an action by us against you seeking, without limitation, injunctive relief, and the recovery of actual, statutory and punitive damages.
You, at your own cost and expense, will indemnify, defend and hold us harmless, our respective parents, subsidiaries and company affiliates, and each of their respective directors, officers, employees, agents, successors and assigns against any claim, suit, action, judgment, liability, loss, cost, expenses and other damages (even if such claims are groundless, fraudulent or false), including reasonable attorney's fees, based upon or in connection with (i) any breach or alleged breach of your representations, warranties, covenants agreements, or obligations hereunder, (ii) your websites or related business, or any content, technology or other materials displayed or contained thereon, including but not limited to with respect to claims of misappropriation or infringement, (iii) your failure or alleged failure to comply with any applicable law, rule or regulation, (vi) claims for unsolicited email, spamming or violation of the CAN-SPAM Act of 2003, (vii) your misuse, unauthorized modification or unauthorized use of the services or materials provided by us, or (viii) any actual or alleged wrongful or negligent act or omission by you.
13. Term and Termination
This Agreement shall automatically terminate on the date on which we no longer maintain or you are no longer a member of the Affiliate Program contemplated hereunder. Additionally, either party may terminate this Agreement at any time and for any reason by providing notice (including via e-mail) to the other party. We may also terminate this Agreement immediately, without notice, if we determine, in our sole discretion, that you have breached this Agreement or that your website(s) is unsuitable to participate in this Affiliate Program.
Upon termination of this Agreement, you will immediately cease use of, and remove from your website, all links to our website and all Company’s Content.
You are only eligible to earn a Revenue Share on sales of products occurring during the term of this Agreement, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned by a customer. In addition, we may invoice you for Revenue Share that was paid to you prior to termination if those referral fees relate to products that are subsequently canceled or returned by a customer. In the event an overpayment is made by us, you agree to promptly remit such overpayment to us upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
14. Modification of Agreement
We reserve the right to modify this Agreement, at any time in our sole discretion, by posting a change of notice or a new agreement on ShareASale, the Company’s Website, and/or by notifying you via email. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU AGREE THAT YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE COMPANY’S CONTENT AND PARTICIPATION IN THIS AFFILIATE PROGRAM FOLLOWING ANY MODIFICATION OF THIS AGREEMENT SHALL CONSTITUTE CONCLUSIVE AND BINDING ACCEPTANCE TO ANY MODIFICATION OR NEW AGREEMENT.
15. Warranty Disclaimer
WE MAKE NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES, WITH REGARD TO THE PRODUCTS OR SERVICES SOLD THROUGH THE COMPANY’S WEBSITE, THE OPERATION AND MAINTENANCE OF THE COMPANY’S WEBSITE OR THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE COMPANY’S WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.
16. RELATIONSHIP OF PARTIES
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between LOOV Organic and you. You shall provide services for LOOV Organic as an independent contractor. You shall have no authority to bind LOOV Organic to any agreement, nor shall you be considered to be an agent of LOOV Organic in any respect.
17. Force Majeure
Our performance under this Agreement shall be excused to the extent that such performance is hindered, delayed or made commercially impractical by causes beyond our reasonable control.
18. Limitation of Liability
The Company shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or related to this Agreement, including but not limited to lost profits or business interruption.
19. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of European Union. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the European Union.
20. Entire Agreement
This Agreement constitutes the entire understanding between the Parties and supersedes any prior agreements, understandings, or representations, whether oral or written, relating to the subject matter hereof. No amendment or modification to this Agreement will be binding upon us unless agreed to by an authorized representative of us.
This Affiliate Marketing Program Agreement (the "Agreement") contains the terms and conditions that apply to your participation in the LOOV Organic Affiliate Marketing Program (the "Program"). THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LOOV Organic OÜ (the „Company“).
Please read this Agreement carefully. By clicking "I accept" or by participating in the Program, you represent that you ("Affiliate" or "you" or "your") have read, fully understand and agree to the terms of this Agreement. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS SET FORTH HEREIN, DO NOT JOIN THIS AFFILIATE PROGRAM.
1. Affiliate Program Enrollment
The Affiliate shall submit an application to enroll in the affiliate program. The Company reserves the right to accept or reject the application at its sole discretion. You will be notified if your application has been accepted or rejected. If we reject your application, you may reapply at any time. You must be at least 18 years of age to join this Program. By submitting your request to participate in this Program, you represent, warrant, covenant and agree that (i) all information that you provide to us in connection with your participant application and/or in connection with your participation in this Affiliate Program is true, complete and accurate, (ii) you have all necessary rights and authority to enter into this Agreement and perform your obligations hereunder, (iii) this Agreement will constitute a legal, binding and enforceable agreement against you in accordance with the terms and conditions herein, and (iv) your execution and performance hereunder will not conflict with or result in a breach or violation of any other agreement, arrangement or understanding to which you are bound.
2. Suitability of Affiliate Websites/Marketing Channels
Your websites/channels are not suitable and you may not participate in the Program if the websites operated by you violate any of the following website suitability restrictions. Further, you represent, warrant, covenant and agree that none of your participating websites or any content or technology contained thereon will, at anytime during the period that you are an affiliate in this Affiliate Program, violate any of the following website suitability restrictions. In the event that we believe that you have violated any of the following website suitability restrictions we may, in addition to all other rights and remedies that we may have, terminate this Agreement and your participation in this Program without notice. Your participating websites may not:
(i) infringe on our or any other person's or entity's intellectual property, publicity, privacy or other rights,
(ii) fail to state a clear online privacy policy to your visitors,
(iii) require a username or password to access your websites, without our prior written consent (including via email),
(iv) violate any law, rule or regulation,
(v) contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials,
(vi) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information,
(vii) contain material that is materially false, inaccurate, fraudulent or misleading or that promotes pyramid or similar schemes;
(viii) promote violence or any illegal or immoral activity,
(ix) promote discrimination based upon gender, race, religion, nationality, disability, sexual orientation or age,
(x) use or promote the use of spam,
(xi) contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website,
(xii) use any software that gathers information through the customer's Internet connection without his or her knowledge,
(xiii) install spyware on another person's computer, or cause spyware to be installed on another person's computer, or utilize any "opt-out downloads". An "opt-out download" is any software, program, script, tool or element that would automatically download to a user's computer or that would become operative when the user accesses the Internet unless the user takes affirmative action to prevent the download.
(xiv) use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or other content on an Internet website in a way that interferes with a user's ability to view the Internet website, or use browser-embedded contextual targeting applications or other applications which serve advertisements (pop-up ads and pop-unders, in-browser ads and highlighting of website content and redirecting to websites with similar content, regardless of whether any such advertisements are served directly by you or is provided or purchased from a third-party) on Company’s or Company’s competitors websites or on any other website other than your websites.
(b) You may not (i) engineer you websites in a manner designed to direct or pull Internet traffic away from our Companys website, (ii) attempt to modify or alter our Company’s website in any way; (iii) make any representations, either express or implied, or create an appearance that a visitor to your website is visiting our website, e.g., "framing" the Company’s website, without our prior written approval; or (iv) "scrape" or "spider" any Companys website or any other website for Companys Content (as defined below).
(c) You may not purchase products during sessions initiated through Qualified Links on your websites for resale, or commercial use of any kind. Such purchases may result, in our sole discretion, in the withholding of the Revenue Share or the termination of this Agreement.
(c) We have the right in our sole discretion to monitor your websites at any time and from time to time to determine if you are in compliance with the terms of this Agreement, and you agree to provide us with unrestricted access to your websites for such purpose.
3. Reversal and Communication Policy
We reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in this Agreement. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.
You are not forthcoming, intentionally vague or are found to be lying.
You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.
You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
If any of the above applies, then we reserve the right to reverse orders, set your commission to 0% or suspend you from the Program for the period or orders in question. We know that many violations are a result of automated processes; however it is incumbent upon you to ensure that you have the appropriate checks and balances in place to pro-actively address these issues and adhere to our Program.
4. Pay-Per-Click ("PPC") Guidelines
If you are enrolled in this Program and participate in PPC advertising, you must adhere to our PPC guidelines as follows:
You may not bid on any of our Trademarks, including any variations or misspellings thereof for search or content-based campaigns on Google, Yahoo or any other network.
You may not use our Trademarks in sequence with any other keyword.
You may not use our Trademarks in your ad title, ad copy, display name or as the display URL.
You may not bid in any manner appearing higher than LOOV Organic for any search term in position 1-5 in any auction style PPC advertising program.
If you automate your PPC campaigns, it is your responsibility to exclude our Trademarks from your PPC advertising program and we strongly suggest you add our Trademarks as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If you engage in PPC trademark bidding that uses our Trademarks, we may terminate your participation in the Program immediately.
5. Promotional Activities
The Affiliate agrees to promote the Company's products through approved marketing channels, including but not limited to websites, blogs, social media, email marketing, and advertising campaigns. The Affiliate shall comply with all applicable laws, regulations, and industry standards in their promotional activities. The Affiliate shall not engage in any misleading, deceptive, or unethical marketing practices, including but not limited to false advertising, spamming, or infringing upon intellectual property rights.
6. Coupon Guidelines
If you are enrolled in our Program and Your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
You may ONLY advertise coupon codes that are provided to you through the Program. Posting any information about how to work around the requirements of a coupon/promotion (i.e. first time customers only) will result in your removal from the Program. Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
You may NOT use any technology that covers up the coupon code and generates an affiliate click by revealing the code(s).
You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other advertising campaign, unless agreed otherwise.
You may NOT give the appearance that any ongoing offer requires clicking from your marketing channel in order to redeem. For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from your marketing channel to get this deal.
7. Special Offers
From time to time, we may post on ShareASale or Company’s Site special offers ("Special Offers") to pay certain members of the Affiliate Program, chosen at our sole discretion, a specified referral fee on sales of certain products. The terms of a Special Offer, as posted on ShareASale or otherwise communicated to such members, shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the Special Offer and the terms of this Agreement, the terms of the Special Offer shall govern.
Advance notice of promotions, sales and special events is Confidential Information of ours until such events are publicized by us. From time to time you may be given prior notice of such events so that you may prepare content on your Website or otherwise communicate to your customer base. The existence of such event and any Company’s Content provided to you is Confidential Information and may not be disclosed by you prior to the date specified by us. You also agree upon notice to promptly remove any Confidential Information from your site upon our request.
8. Intellectual Property
The Affiliate acknowledges that all intellectual property rights, including but not limited to trademarks, logos, product images, and marketing materials, are the sole property of the Company.
The Company grants the Affiliate a limited, non-exclusive, non-transferable license to use the Company's intellectual property solely for the purpose of promoting the Company's products in accordance with this Agreement.
You may only use the Promotional Materials to promote the LOOV Organic (and the products available thereon), and for linking to the LOOV Organic Site.
9. Commission and Payments
During the term of this Agreement, The Company agrees to pay the Affiliate a commission for qualified sales referred through their affiliate link or promo code. The commission rate and terms shall be outlined in the Company's affiliate portal or as otherwise communicated to the Affiliate.
Commissions will be calculated based on the net sales amount after deducting returns, discounts, and fees. For purposes of this Agreement, "Net Sales“ means all cash from products sold in a transaction resulting directly from a qualifying link tracked by ShareASale from your website to the Company’s Website in accordance with this Agreement. You acknowledge and agree that we will not be obligated to pay any revenue share unless we actually ship the applicable order and receive full payment for such order.
A transaction may be deemed to be resulting directly from a Qualifying Link from your website to the Company’s Website if:
(i) such purchase is made during the time period set forth by us through the Network after the customer has initially entered our website through your tracked Qualifying Link ("Revenue Share Time"). After the Revenue Share Time, we will not pay referral fees on any products that are added to a customer's shopping cart after the customer has re-entered our website (other than through a Qualifying Link from your website), even if the customer previously followed a link from your website to our website.
(ii) your tracked Qualifying Link is the most recent referral to the Company’s Site prior to such purchase among all marketing channels tracked by us or ShareASale. If we are able to track a referral from another marketing channel (e.g. another affiliate, comparison shopping engine, paid search, banner advertisement or any other trackable marketing channel) that is more recent than your Qualifying Link, then the resulting purchase will be deemed to not be directly resulting from your tracked Qualifying Link. All determinations of Qualifying Links and whether a referral fee is payable will be made by us and will be final and binding on you.
The Company shall make payments to the Affiliate on a regular basis, as determined by the Company. The payment method and schedule shall be specified in the Company's affiliate portal.
10. Tracking
The Affiliate acknowledges that the Company's tracking system is the sole determinant of referrals and commissions, and any discrepancies shall be resolved based on the data provided by the Company.
We will track sales made to customers who purchase products using Qualified Links, that you will generate from your website/marketing platform to our website, and reports summarizing this sales activity will be available to you also through ShareASale. The form, content, and frequency of the reports are limited to those reports and capabilities available through ShareASale. We are not responsible for any changes that ShareASale may make in their reporting format, timing, or types of reports available to the members of our Affiliate Program. To permit accurate tracking, reporting and fee accrual, you must ensure that the links between your website and our website are properly formatted. We are not responsible for improperly formatted links regardless of whether you have made amendments to the code or not. In addition, we are unable to track or provide you credit for sales from customers that are referred to us with browsers that do not have their cookies setting enabled.
You represent, warrant, covenant, and agree that you will not bypass, modify, circumvent, impair, disable or otherwise interfere with any links, web beacons, cookies or other technology provided by us or ShareASale.
11. Responsibility for Your Websites and Your Participation
You will be solely responsible for the development, operation, and maintenance of all websites that are linked to the Company’s Website hereunder and for all content, technology and other materials that appear on such websites. You acknowledge and agree that you are responsible for complying with all of the terms and conditions hereof and all applicable laws, rules and regulations. You represent, warrant, covenant, and agree that:
(i) you will not state or imply that we sponsor, endorse, sanction or otherwise approve your website or any of your products or service, and furthermore you will not state or imply that you are an agent, officer, partner, employee of ours, or otherwise take any action that could reasonably cause customers confusion as to our relationship or association with you,
(ii) you will not take any action that could reasonably cause customers confusion as to the website on which any data collection, purchase transaction or other functions are occurring,
(iii) at all times during and after the term of this Agreement, you will protect all of our Confidential Information (as defined below) that you obtain or otherwise have access to with the same degree of care that you use to protect your own confidential and proprietary information but in no event less than a reasonable standard of care,
(iv) you will promptly notify us of any malfunctioning of the Qualifying Links or other problems with your participation.
(b) We disclaim all liability for all such matters. Further, you agree to defend, indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorney’s fees) relating to the development, operation, maintenance or content of your website.
(c) For purposes of this Agreement, "Confidential Information" means all non-public information provided or obtained by you about us, including, without limitation, all customer information, and all business and sales information related to transactions through this Affiliate Program.
12. Violation of Terms and Affiliate Indemnification
Violation of any of the terms, conditions or prohibitions contained in this Agreement may result in, among other things, the immediate termination of this Agreement and the commencement of an action by us against you seeking, without limitation, injunctive relief, and the recovery of actual, statutory and punitive damages.
You, at your own cost and expense, will indemnify, defend and hold us harmless, our respective parents, subsidiaries and company affiliates, and each of their respective directors, officers, employees, agents, successors and assigns against any claim, suit, action, judgment, liability, loss, cost, expenses and other damages (even if such claims are groundless, fraudulent or false), including reasonable attorney's fees, based upon or in connection with (i) any breach or alleged breach of your representations, warranties, covenants agreements, or obligations hereunder, (ii) your websites or related business, or any content, technology or other materials displayed or contained thereon, including but not limited to with respect to claims of misappropriation or infringement, (iii) your failure or alleged failure to comply with any applicable law, rule or regulation, (vi) claims for unsolicited email, spamming or violation of the CAN-SPAM Act of 2003, (vii) your misuse, unauthorized modification or unauthorized use of the services or materials provided by us, or (viii) any actual or alleged wrongful or negligent act or omission by you.
13. Term and Termination
This Agreement shall automatically terminate on the date on which we no longer maintain or you are no longer a member of the Affiliate Program contemplated hereunder. Additionally, either party may terminate this Agreement at any time and for any reason by providing notice (including via e-mail) to the other party. We may also terminate this Agreement immediately, without notice, if we determine, in our sole discretion, that you have breached this Agreement or that your website(s) is unsuitable to participate in this Affiliate Program.
Upon termination of this Agreement, you will immediately cease use of, and remove from your website, all links to our website and all Company’s Content.
You are only eligible to earn a Revenue Share on sales of products occurring during the term of this Agreement, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned by a customer. In addition, we may invoice you for Revenue Share that was paid to you prior to termination if those referral fees relate to products that are subsequently canceled or returned by a customer. In the event an overpayment is made by us, you agree to promptly remit such overpayment to us upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
14. Modification of Agreement
We reserve the right to modify this Agreement, at any time in our sole discretion, by posting a change of notice or a new agreement on ShareASale, the Company’s Website, and/or by notifying you via email. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU AGREE THAT YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE COMPANY’S CONTENT AND PARTICIPATION IN THIS AFFILIATE PROGRAM FOLLOWING ANY MODIFICATION OF THIS AGREEMENT SHALL CONSTITUTE CONCLUSIVE AND BINDING ACCEPTANCE TO ANY MODIFICATION OR NEW AGREEMENT.
15. Warranty Disclaimer
WE MAKE NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES, WITH REGARD TO THE PRODUCTS OR SERVICES SOLD THROUGH THE COMPANY’S WEBSITE, THE OPERATION AND MAINTENANCE OF THE COMPANY’S WEBSITE OR THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE COMPANY’S WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.
16. RELATIONSHIP OF PARTIES
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between LOOV Organic and you. You shall provide services for LOOV Organic as an independent contractor. You shall have no authority to bind LOOV Organic to any agreement, nor shall you be considered to be an agent of LOOV Organic in any respect.
17. Force Majeure
Our performance under this Agreement shall be excused to the extent that such performance is hindered, delayed or made commercially impractical by causes beyond our reasonable control.
18. Limitation of Liability
The Company shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or related to this Agreement, including but not limited to lost profits or business interruption.
19. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of European Union. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the European Union.
20. Entire Agreement
This Agreement constitutes the entire understanding between the Parties and supersedes any prior agreements, understandings, or representations, whether oral or written, relating to the subject matter hereof. No amendment or modification to this Agreement will be binding upon us unless agreed to by an authorized representative of us.