Duluth Pack
Program Terms
Duluth Pack Affiliate Agreement
This BKR Investments Duluth Tent and Awning dba Duluth Pack Affiliate Agreement contains the complete terms and conditions that apply to an individuals’ or entity’s participation in the Duluth Pack Affiliate Program, which is operated through the ShareASale Affiliate Network operated by ShareASale. This Agreement is made and entered into by Duluth Pack, a Minnesota corporation, and you, the applicant. As used in this Agreement, “we” means Duluth Pack, and “you” means the applicant. “Site” means a World Wide Web site and, depending on the context, refer to either to (a) the Duluth Pack site located at the URL DuluthPack.com or such other site as Duluth Pack, might designate or (b) the site that you will link to our Site and which you have identified in your Program applications.
Enrollment In The Program
To begin the enrollment process, you need to submit your complete Program application at the ShareASale Site located at www.shareasale.com. ShareASale will evaluate your application and will notify you through the ShareASale acceptance or rejection. Employees of Duluth Pack and its affiliated or related entities are not eligible to enroll or participate in the Program. You are not eligible to enroll or participate in the Program if your Site offers rewards, points, miles, cashback, or other similar incentives to customers or offers discounted Duluth Pack products or gift cards. We may reject your application for any reason, including, but not limited to our determination, in our sole discretion, that your Site is unsuitable for the Program. Unsuitable Sites include, but are not limited to, those that (a) contain or link to nudity or pornography or promote sexually explicit materials; (b) promote violence; (c) use profanity in any form including audio used in content; (d) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (e) promote illegal activities; (f) infringe our intellectual property rights or those of any third party or otherwise violate the rights of any third party; (g) contain, in our sole judgement, materials that is defamatory, fraudulent, or harassing to us or any third party; (h) promote the use of any pyramid or similar schemes; (i) contain software downloads that potentially enable diversions of commissions from other sites, (j) include “Duluth Pack”, “BKR Investments”, “DuluthPack.com”, “Duluth Tent and Awning,” or variations or misspellings thereof, in their domain names; (k) have a clear stated mission that is in part to support politically or socially active causes or organizations, as represented on the homepage or one of the key landing pages; or (l) distribute content to third parties. If a Site distributes content to third parties and is willing to give Duluth Pack, a list, for approval, of all sites, which currently features the content, and written notice upon acceptance of any new distribution partnerships, the Site may be accepted into the Program.
Agreements Following Acceptance
The following terms and conditions will be effective if and only if ShareASale and Duluth Pack accept your application. By applying to be a Duluth Pack Affiliate, you agree to be bound and abide by such terms and conditions.
1. Links On Your Site. To permit accurate tracking, reporting, and referral fee accrual, we will authorize ShareASale to give you access on the ShareASale site to special “tagged” link formats (“Special Links”) to be used in all links between your Site and our Site. You must ensure that each of the links between your Site and our Site properly uses such special link formats. We will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would be otherwise be paid to you pursuant to this Agreement.
Each Special Link, as viewed by a customer, will be in the form of the Duluth Pack logo, text, link, or product provided by us. The Duluth Pack logo for each Special Link will be served by ShareASale servers, which can only be accessed by using the special “tagged” link formats. You agree only to use the Duluth Pack logos and images provided by us via the ShareASale Site, and you further agree not to obtain or use Duluth Pack logos or images from any other source. Your Site’s title and other trademarks and linking logos must appear at least as prominently as the DuluthPack.com logo that is used to create the Special Link.
2. Order Processing. We will process product orders placed by customers who follow Special Links from your Site to our Site. We reserve the right to reject orders that do not comply with any and all requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. ShareASale will track sales made to customers who purchase products using Special Links from your Site to our Site and be will solely responsible for making available to you reports summarizing this sales activity through the ShareASale Network. The form, content, and frequency of the reports may vary from time to time at our discretion. You hereby agree not to disclose the information contained in these reports to any third party without prior written consent from Duluth Pack.
3. Personal Styling or Shopping Services. You may not provide personal styling or personal shopping services of any kind to customers that involve the purchase of products using Special Links from your Site. You are not eligible to earn any referral fees on such purchases, and we may remove you from the Affiliate Program and terminate this Agreement if you engage in those activities.
4. Employees. Employees of Duluth Pack, and its affiliate or related entities may not participate in the Program. If you become an employee of Duluth Pack or one of its affiliated or related entities, then this Agreement will automatically terminate, and you will be removed from the Program. You must immediately remove any links, Duluth Pack, Marks, and other Duluth Pack intellectual property or brand features from your Site. You will only be entitled to receive referral fees that were earned prior to the commencement date of your employment. Upon termination of your employment with Duluth Pack or one of its affiliated or related entities, you may apply to re-enroll in the Program.
5. Referral Fees. We will pay you referral fees on certain product sales to customers as provided in Section 4. For a product sale to be eligible to earn a referral fee, the customer must follow a Special Link from your Site to our Site, select and purchase the product using our online ordering system, accept delivery of the product at the shipping destination, and remit full payment to us (“Qualifying Purchase”). We will not, however, pay referral or other fees on any products that are subsequently purchased after the customer has reentered the DuluthPack.com Site other than through a Special Link from our Site where a 90-day cookie is activated if the user accepts cookies and does not clear their cookies. In the event that a customer clears their cookies after visiting Your link and does not immediately purchase from your special link, Duluth Pack will not be responsible for a referral credit to you, even if the customer previously followed a Special Link from your Site to the DuluthPack.com Site. Purchases of Duluth Pack Physical Gift Cards and E-Gift Cards are not eligible to earn referral fees.
You may not purchase products during sessions initiated through the Special Links on your Site for your own use, resale, or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result, in our sole discretion, in the withholding of referral fees or the terminations of this Agreement. Duluth Pack will send approved Affiliates a personal one-time use code for 40% off up to four products that are valid on Duluth Pack Manufactured products and Private Labeled Apparel to be used only online at DuluthPack.com.
6. Referral Fee Schedule. You agree and acknowledge that the referral fees you earn pursuant to Section 3 will be in amounts established by us and posted on the ShareASale Site together with the application materials. The Referral Fee Schedule is incorporated into this Agreement by reference. We reserve the right to modify the Referral Fee Schedule at any time in our sole discretion upon prior notice to you. Referral fees shall be limited to a maximum of 15% per sale total unless otherwise provided in the Referral Fee Schedule. Products that are purchased through your link that utilize a discount outside of any unique referral codes provided to you by Duluth Pack will drop to a 10% referral fee.
The referral fees shall be calculated as a percentage of ‘qualifying revenues,’ which are revenues derived by us from Qualifying Purchases, excluding revenues derived from costs and associated with shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, bad debt, and promotional discounts as advertised.
7. Transaction Lock Dates. All sales will remain in a ‘sales pending period’ and will not lock until 60 days following the date of the transaction. If products are returned within the sales pending period they will be voided and referral fees will not be rewarded.
8. Referral Fee Payment. We will pay referral fees on a monthly basis after they are locked. Transactions are paid out to affiliates on the 20th of each month after they have entered the lock date. As an example, if the transaction is placed on January 1st, it locks on March 2nd and would be paid out on March 20th. ShareASale will send you a check for the referral fees earned on net sales of products that were shipped during that month, less any taxes that we are required by law to withhold. However, if the referral fees payable to you for your first calendar month are less than $50, we will hold those referral fees until the total amount due is at least $50 or until this Agreement is terminated. If a product that generated a referral fee is returned by the customer within 60 days of purchase, we will deduct the corresponding referral fee and it will be removed before it enters the lock date. If there is no subsequent payment, we will send you a bill for the returned product referral fee.
9. Promotional Codes & Coupons. You may not, without our prior written consent, utilize any promotion, promotion code, coupon, or other promotional opportunities that are not specifically authorized in the Program Materials or provided to you by us or ShareASale in connection with the Program. You agree to not display expired or false coupons or promotional codes in an effort to increase your affiliate clicks and increase your referral fees. Duluth Pack is not responsible to honor any expired or unauthorized coupons or coupon codes. In the case where an affiliate’s code is discovered on another third-party site including discount sites or sites that have not been approved by Duluth Pack, Duluth Pack reserves the right to cancel this code and other Affiliate codes at any time. The misuse of Affiliate codes can result in the termination of that Affiliate code and could result in reducing the referral fee for suspicious purchases to 0%.
10. Policies and Pricing. Customers who buy products through this Program will be deemed to be our customers. Accordingly, all Duluth Pack rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
11. Duluth Pack Marks. The trademarks, trade names, designs, and logos made available to you through the ShareASale Site, that are used or owned by Duluth Pack, or their wholly-owned subsidiaries “Duluth Pack Marks” are proprietary marks of Duluth Pack. Subject to the terms and conditions of this Agreement, Duluth Pack, grants you a limited non-exclusive, non-transferable, revocable license to use the Duluth Pack Marks during the term of this Agreement. You will not (a) modify the Duluth Pack Marks, or (b) cause any act or thing that would impair our rights in the Duluth Pack Marks or damage the reputation for quality inherent in the Duluth Pack Marks. You will not utilize Duluth Pack Marks in conjunction with other brands with the written consent of Duluth Pack. Further, you acknowledge (a) your use of Duluth Pack marks; (b) Duluth Pack ownership of the Duluth Pack Marks, (c) you may not contest the Duluth Pack Marks, register or attempt to register in any jurisdiction any Duluth Pack Marks or any confusingly similar mark or trade name; (d) you agree to identify the Duluth Pack Marks by including appropriate symbols and notices reasonably requested by us; (e) you may not obtain or use the Duluth Pack Marks except as provided in Section 1; and (f) your use of Duluth Pack Marks including all goodwill associated with such use, shall inure solely to Duluth Pack.
12. Customer and Sales Information. We will own all right, title, and interest (including all intellectual property rights) in and to all information that is created or collected in connection with this Agreement, including, without limitations, (a) any contact information collected from any customer who enters the DuluthPack.com Site from a link from your Site (“Affiliate Customers”) and (b) any information regarding click-through rates or product purchases by Affiliate Customers (“Sales Information”). Subject to the terms and conditions of this Agreement, DuluthPack.com grants you a limited worldwide, non-exclusive royalty-free license to use the Sales Information to the extent necessary to fulfill your obligations under this Agreement or for your internal research purposes. You agree not to disclose any Sales Information or Affiliate Customer contact information to any third party without Duluth Pack prior written approval. You agree not to send Affiliate Customers email communications promoting your Site as an affiliate of Duluth Pack, or otherwise unless granted previous approval by Duluth Pack. You agree to maintain and adhere to Your privacy policy, as posted and updated on your site.
13. Responsibility of Your Site. You are solely responsible for the development, operation, and maintenance of your Site and for all materials that appear on your Site, including, but not limited to (a) the Special Links; (b) ensuring all banners, text links, individual products links and search box ads (hereinafter the “Creatives”) are up to date with what is offered in the Duluth Pack Create Links page of ShareASale requires customers to login first; (c) ensuring all Creatives work effectively and link directly to DuluthPack.com, unless your Site requires otherwise; (d) the accuracy and appropriateness of materials posted on your Site (including but not limited to all product-related materials), (e) ensuring that materials posted on your Site do not violate or infringed upon the rights of any third party (including but not limited to, copyrights, trademarks, privacy or other personal or proprietary rights); (f) ensuring that materials posted on your Site are not libelous or unlawful, or not violate any provisions of this Agreement, and (g) compliance with all applicable national, state, regional, and local laws and regulations.
We disclaim all liability for the matters stated in Section 11. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the content development, operation, maintenance, and contents of your Site or any breach of your obligations under this Agreement.
14. You may not use the DuluthPack.com or the Duluth Pack name, or any variations thereof, in any manner not expressly authorized by this Agreement. In particular, you may NOT post Duluth Pack sales, promotions, or coupons on your site without our prior written consent; you may NOT purchase domain names that have Duluth Pack variations or misspellings in them which are solely intended to direct traffic away from the DuluthPack.com; you may NOT create sub-affiliate accounts under the original approved affiliate account, unless each such sub-account is approved and review by Duluth Pack; you may NOT promote DuluthPack.com in emails/newsletters without prior written approval of the placement; you may NOT use DuluthPack.com’s name, or any variation thereof, in subject lines of emails/newsletters; you may NOT use DuluthPack.com’s name or any variation thereof, in hidden text or source code, you may NOT use DuluthPack.com’s name, or any variation thereof, in your domain or sub-domain; you may NOT engineer your site in such a manner that pulls Internet traffic away from DuluthPack.com; you may NOT engineer your site in such a manner that would be considered “keyword stuffing,” such as using terms in hidden or live text that is meant to attract search engine spiders in order to determine higher relevancy to DuluthPack.com; you may Not purchase any keywords on search sites related to Duluth Pack or any variation thereof. Refer to Duluth Pack’s ShareASale PPC Trademark/Keywork and Bidding Rules page for a full list of restricted keywords. Duluth Pack strongly discourages You from the use “coupon” terminology when promoting DuluthPack.com; as an alternative, the use of “event’ or “sale” is highly recommended and encouraged. You may not launch the DuluthPack.com site directly from search engine listings or your site unless the visitor clicks through a Duluth Pack banner, logo, or product. Duluth Pack may, in its sole discretion, suspend Your account and/or withhold referral fees if, in its sole judgment, it determines You are in violation of any of the prohibitions or conditions contained herein. In addition to the Termination provisions set forth below, violation of the foregoing prohibitions may result in the immediate termination of this Agreement.
15. You may NOT utilize in connection with your Site or the promotion of your Site: (a) any framing technology that frames DuluthPack.com; (b) any software that gathers information through the customer’s Internet connection without his or her knowledge; (c) any software or action that violates any applicable federal, state or local laws, including without limitation, laws which prohibit a person or company from (i) installing spyware on another person’s computer, (ii) causing spyware to be installed on another persons’ computer, or (iii) using 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 (d) browser-embedded contextual targeting applications or other applications which serve “Advertising” on Duluth Pack’s competitors Sites or on any other Site other than your Site. “advertising” means (i) pop-up ads and pop-unders, (ii) in-browser ads, and (iii) highlighting of Site content and redirecting to Sites with similar content, regardless of whether any such Advertising is served directly by you or is provided or purchased from a third-party purchaser; (e) 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.
16. Term of the Agreement; Termination. The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either of us. Either you or Duluth Pack may terminate this Agreement at any time and for any reason, with or without cause, by giving the other party written or electronic notice of termination. If you don’t generate at least 50 click-throughs or at least one sale per month through affiliate links, you may be removed from the program. You are only eligible to earn referral fees 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 canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this agreement, (a) all licenses hereunder shall terminate, (b) you will immediately remove any links, Duluth Pack Marks, and other Duluth Pack intellectual property or brand features from your Site, (c) Duluth Pack shall immediately remove any of your logos, marks, and brand features from the DuluthPack.com site, and (d) Sections 7 through 25 will survive such termination. Duluth Pack may withhold referral fees at termination if Duluth Pack, in its sole discretion, believes explicit provisions of this Agreement have been breached and such referral fees were earned in violation of this Agreement. In addition to the right to terminate this Agreement, Duluth Pack shall be entitled, in addition to any and all remedies of law, to seek damages for breach of this agreement, including, injunctive relief, punitive damages, and/or refund of the fees and other payments made pursuant to the terms of this agreement.
17. Modifications. We reserve the right to change or modify the terms and conditions contained in this Agreement, at any time and in our sole discretion. Any changes or modifications will be effective upon posting of the revisions and notice of such changes to the Site, at which point the affiliate will have 7 days to ensure that they are compliant with the changes. Duluth Pack may deliver notice by any of the following methods: (a) by posting a change notice or a new agreement on the ShareASale Site; (b) changing the date of this Agreement on the ShareASale Site, or (c) by giving you notice of the change or modification through the ShareASale Network. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. If any modification is unacceptable to You, your only recourse is to terminate this agreement. Your continued participation in this program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
18. Relationship of Parties. Both of us are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representation on our behalf. You will not make any statement, whether on your Site or otherwise, that reasonably would contradict anything in this Section.
19. Limitation of Liability. We will not be liable for indirect, special, or consequential damages arising in connection with this Agreement, the Program, or ShareASale, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement. All claims made hereunder by you against us shall be made within 90 days of the act or omission, which forms the basis of such claims.
20. Disclaimers. We make no express or implied warranties or representations with respect to ShareASale, the Program, or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing or trade usage). In addition, we make no representation that the operation of our Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors or termination of any services, products, or this Agreement.
21. Independent Investigation. You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with your website.
22. Assignment and Successors. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against, the parties and their respective successors and assigns.
23. Scope of Agreement. This Agreement and the Referral Fee Schedule constitute the entire Agreement and understanding between us with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between us.
24. Injunctive Relief. You expressly agree that your violation of Sections 1, 7, 8, 10, or 11 will cause irreparable harm to Duluth Pack and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, Duluth Pack, will be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violations of any or all the provisions hereof.
25. Attorneys’ Fees. In the event any action is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts such party shall be entitled to receive from the other party, shall be entitled to receive its reasonable attorneys’ fees and costs incurred in bringing such action.
26. Notices. Any notices required or permitted by this Agreement shall be delivered to the other party through the ShareASale Network. Notice shall be deemed given one business day after such notice was sent via the ShareASale Network by the sending party.
27. Governing Law, Jurisdiction, and Venue. This Agreement will be governed by the laws of the United States of America and the State of Minnesota, without reference to rules governing choice of laws. Any action relating to this agreement must be brought only in the federal or state courts located in Duluth, Minnesota, and you irrevocably consent to the jurisdiction of such courts.
28. Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. The failure of either party to enforce any right or remedy shall not be deemed a waiver of said right or remedy.
29. Publicity. We do not permit you to utilize media releases of any kind to publicize your business relationship with Us in any manner. You shall not use any Duluth Pack Marks, Trademarks, service mark, logo, or any other information which identifies Duluth Pack in Agency’s sales, marketing, and publicity activities and/or materials, including, but not limited to interviews with representatives of any written publication, television station or network, or radio station or network, and publication in any Internet Web site, digital media, print, video, social, or audio media.
30. ShareASale Provisions. You agree to indemnify, defend and hold harmless ShareASale and its affiliates, officers, directors, employees, and agents from and against any and all liability, claims, losses, damages, injuries, or expenses (including reasonable attorneys’ fees directly or indirectly arising from or relating to any other matter related to this Agreement or any related dispute. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve ShareASale, ShareASale may consult with and use counsel of its own choice in connection with such dispute.
You acknowledge and agree that the nature of the Program is such that in its normal operation it may access and download elements of software data from resources that are external to the computer or device running the Program, such as Program. You also acknowledge that ShareASale has not undertaken to provide such external resources or servers and specifically disclaims any representation or warranty as to the availability, quality, or performance of such resources or whether they may contain any defects which may affect the performance of the Program. ShareASale shall not be responsible for provisions of any communication facilities or the costs associated with such communications.
• 1610 WEST SUPERIOR STREET • DULUTH, MINN • 55806
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This BKR Investments Duluth Tent and Awning dba Duluth Pack Affiliate Agreement contains the complete terms and conditions that apply to an individuals’ or entity’s participation in the Duluth Pack Affiliate Program, which is operated through the ShareASale Affiliate Network operated by ShareASale. This Agreement is made and entered into by Duluth Pack, a Minnesota corporation, and you, the applicant. As used in this Agreement, “we” means Duluth Pack, and “you” means the applicant. “Site” means a World Wide Web site and, depending on the context, refer to either to (a) the Duluth Pack site located at the URL DuluthPack.com or such other site as Duluth Pack, might designate or (b) the site that you will link to our Site and which you have identified in your Program applications.
Enrollment In The Program
To begin the enrollment process, you need to submit your complete Program application at the ShareASale Site located at www.shareasale.com. ShareASale will evaluate your application and will notify you through the ShareASale acceptance or rejection. Employees of Duluth Pack and its affiliated or related entities are not eligible to enroll or participate in the Program. You are not eligible to enroll or participate in the Program if your Site offers rewards, points, miles, cashback, or other similar incentives to customers or offers discounted Duluth Pack products or gift cards. We may reject your application for any reason, including, but not limited to our determination, in our sole discretion, that your Site is unsuitable for the Program. Unsuitable Sites include, but are not limited to, those that (a) contain or link to nudity or pornography or promote sexually explicit materials; (b) promote violence; (c) use profanity in any form including audio used in content; (d) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (e) promote illegal activities; (f) infringe our intellectual property rights or those of any third party or otherwise violate the rights of any third party; (g) contain, in our sole judgement, materials that is defamatory, fraudulent, or harassing to us or any third party; (h) promote the use of any pyramid or similar schemes; (i) contain software downloads that potentially enable diversions of commissions from other sites, (j) include “Duluth Pack”, “BKR Investments”, “DuluthPack.com”, “Duluth Tent and Awning,” or variations or misspellings thereof, in their domain names; (k) have a clear stated mission that is in part to support politically or socially active causes or organizations, as represented on the homepage or one of the key landing pages; or (l) distribute content to third parties. If a Site distributes content to third parties and is willing to give Duluth Pack, a list, for approval, of all sites, which currently features the content, and written notice upon acceptance of any new distribution partnerships, the Site may be accepted into the Program.
Agreements Following Acceptance
The following terms and conditions will be effective if and only if ShareASale and Duluth Pack accept your application. By applying to be a Duluth Pack Affiliate, you agree to be bound and abide by such terms and conditions.
1. Links On Your Site. To permit accurate tracking, reporting, and referral fee accrual, we will authorize ShareASale to give you access on the ShareASale site to special “tagged” link formats (“Special Links”) to be used in all links between your Site and our Site. You must ensure that each of the links between your Site and our Site properly uses such special link formats. We will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would be otherwise be paid to you pursuant to this Agreement.
Each Special Link, as viewed by a customer, will be in the form of the Duluth Pack logo, text, link, or product provided by us. The Duluth Pack logo for each Special Link will be served by ShareASale servers, which can only be accessed by using the special “tagged” link formats. You agree only to use the Duluth Pack logos and images provided by us via the ShareASale Site, and you further agree not to obtain or use Duluth Pack logos or images from any other source. Your Site’s title and other trademarks and linking logos must appear at least as prominently as the DuluthPack.com logo that is used to create the Special Link.
2. Order Processing. We will process product orders placed by customers who follow Special Links from your Site to our Site. We reserve the right to reject orders that do not comply with any and all requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. ShareASale will track sales made to customers who purchase products using Special Links from your Site to our Site and be will solely responsible for making available to you reports summarizing this sales activity through the ShareASale Network. The form, content, and frequency of the reports may vary from time to time at our discretion. You hereby agree not to disclose the information contained in these reports to any third party without prior written consent from Duluth Pack.
3. Personal Styling or Shopping Services. You may not provide personal styling or personal shopping services of any kind to customers that involve the purchase of products using Special Links from your Site. You are not eligible to earn any referral fees on such purchases, and we may remove you from the Affiliate Program and terminate this Agreement if you engage in those activities.
4. Employees. Employees of Duluth Pack, and its affiliate or related entities may not participate in the Program. If you become an employee of Duluth Pack or one of its affiliated or related entities, then this Agreement will automatically terminate, and you will be removed from the Program. You must immediately remove any links, Duluth Pack, Marks, and other Duluth Pack intellectual property or brand features from your Site. You will only be entitled to receive referral fees that were earned prior to the commencement date of your employment. Upon termination of your employment with Duluth Pack or one of its affiliated or related entities, you may apply to re-enroll in the Program.
5. Referral Fees. We will pay you referral fees on certain product sales to customers as provided in Section 4. For a product sale to be eligible to earn a referral fee, the customer must follow a Special Link from your Site to our Site, select and purchase the product using our online ordering system, accept delivery of the product at the shipping destination, and remit full payment to us (“Qualifying Purchase”). We will not, however, pay referral or other fees on any products that are subsequently purchased after the customer has reentered the DuluthPack.com Site other than through a Special Link from our Site where a 90-day cookie is activated if the user accepts cookies and does not clear their cookies. In the event that a customer clears their cookies after visiting Your link and does not immediately purchase from your special link, Duluth Pack will not be responsible for a referral credit to you, even if the customer previously followed a Special Link from your Site to the DuluthPack.com Site. Purchases of Duluth Pack Physical Gift Cards and E-Gift Cards are not eligible to earn referral fees.
You may not purchase products during sessions initiated through the Special Links on your Site for your own use, resale, or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result, in our sole discretion, in the withholding of referral fees or the terminations of this Agreement. Duluth Pack will send approved Affiliates a personal one-time use code for 40% off up to four products that are valid on Duluth Pack Manufactured products and Private Labeled Apparel to be used only online at DuluthPack.com.
6. Referral Fee Schedule. You agree and acknowledge that the referral fees you earn pursuant to Section 3 will be in amounts established by us and posted on the ShareASale Site together with the application materials. The Referral Fee Schedule is incorporated into this Agreement by reference. We reserve the right to modify the Referral Fee Schedule at any time in our sole discretion upon prior notice to you. Referral fees shall be limited to a maximum of 15% per sale total unless otherwise provided in the Referral Fee Schedule. Products that are purchased through your link that utilize a discount outside of any unique referral codes provided to you by Duluth Pack will drop to a 10% referral fee.
The referral fees shall be calculated as a percentage of ‘qualifying revenues,’ which are revenues derived by us from Qualifying Purchases, excluding revenues derived from costs and associated with shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, bad debt, and promotional discounts as advertised.
7. Transaction Lock Dates. All sales will remain in a ‘sales pending period’ and will not lock until 60 days following the date of the transaction. If products are returned within the sales pending period they will be voided and referral fees will not be rewarded.
8. Referral Fee Payment. We will pay referral fees on a monthly basis after they are locked. Transactions are paid out to affiliates on the 20th of each month after they have entered the lock date. As an example, if the transaction is placed on January 1st, it locks on March 2nd and would be paid out on March 20th. ShareASale will send you a check for the referral fees earned on net sales of products that were shipped during that month, less any taxes that we are required by law to withhold. However, if the referral fees payable to you for your first calendar month are less than $50, we will hold those referral fees until the total amount due is at least $50 or until this Agreement is terminated. If a product that generated a referral fee is returned by the customer within 60 days of purchase, we will deduct the corresponding referral fee and it will be removed before it enters the lock date. If there is no subsequent payment, we will send you a bill for the returned product referral fee.
9. Promotional Codes & Coupons. You may not, without our prior written consent, utilize any promotion, promotion code, coupon, or other promotional opportunities that are not specifically authorized in the Program Materials or provided to you by us or ShareASale in connection with the Program. You agree to not display expired or false coupons or promotional codes in an effort to increase your affiliate clicks and increase your referral fees. Duluth Pack is not responsible to honor any expired or unauthorized coupons or coupon codes. In the case where an affiliate’s code is discovered on another third-party site including discount sites or sites that have not been approved by Duluth Pack, Duluth Pack reserves the right to cancel this code and other Affiliate codes at any time. The misuse of Affiliate codes can result in the termination of that Affiliate code and could result in reducing the referral fee for suspicious purchases to 0%.
10. Policies and Pricing. Customers who buy products through this Program will be deemed to be our customers. Accordingly, all Duluth Pack rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
11. Duluth Pack Marks. The trademarks, trade names, designs, and logos made available to you through the ShareASale Site, that are used or owned by Duluth Pack, or their wholly-owned subsidiaries “Duluth Pack Marks” are proprietary marks of Duluth Pack. Subject to the terms and conditions of this Agreement, Duluth Pack, grants you a limited non-exclusive, non-transferable, revocable license to use the Duluth Pack Marks during the term of this Agreement. You will not (a) modify the Duluth Pack Marks, or (b) cause any act or thing that would impair our rights in the Duluth Pack Marks or damage the reputation for quality inherent in the Duluth Pack Marks. You will not utilize Duluth Pack Marks in conjunction with other brands with the written consent of Duluth Pack. Further, you acknowledge (a) your use of Duluth Pack marks; (b) Duluth Pack ownership of the Duluth Pack Marks, (c) you may not contest the Duluth Pack Marks, register or attempt to register in any jurisdiction any Duluth Pack Marks or any confusingly similar mark or trade name; (d) you agree to identify the Duluth Pack Marks by including appropriate symbols and notices reasonably requested by us; (e) you may not obtain or use the Duluth Pack Marks except as provided in Section 1; and (f) your use of Duluth Pack Marks including all goodwill associated with such use, shall inure solely to Duluth Pack.
12. Customer and Sales Information. We will own all right, title, and interest (including all intellectual property rights) in and to all information that is created or collected in connection with this Agreement, including, without limitations, (a) any contact information collected from any customer who enters the DuluthPack.com Site from a link from your Site (“Affiliate Customers”) and (b) any information regarding click-through rates or product purchases by Affiliate Customers (“Sales Information”). Subject to the terms and conditions of this Agreement, DuluthPack.com grants you a limited worldwide, non-exclusive royalty-free license to use the Sales Information to the extent necessary to fulfill your obligations under this Agreement or for your internal research purposes. You agree not to disclose any Sales Information or Affiliate Customer contact information to any third party without Duluth Pack prior written approval. You agree not to send Affiliate Customers email communications promoting your Site as an affiliate of Duluth Pack, or otherwise unless granted previous approval by Duluth Pack. You agree to maintain and adhere to Your privacy policy, as posted and updated on your site.
13. Responsibility of Your Site. You are solely responsible for the development, operation, and maintenance of your Site and for all materials that appear on your Site, including, but not limited to (a) the Special Links; (b) ensuring all banners, text links, individual products links and search box ads (hereinafter the “Creatives”) are up to date with what is offered in the Duluth Pack Create Links page of ShareASale requires customers to login first; (c) ensuring all Creatives work effectively and link directly to DuluthPack.com, unless your Site requires otherwise; (d) the accuracy and appropriateness of materials posted on your Site (including but not limited to all product-related materials), (e) ensuring that materials posted on your Site do not violate or infringed upon the rights of any third party (including but not limited to, copyrights, trademarks, privacy or other personal or proprietary rights); (f) ensuring that materials posted on your Site are not libelous or unlawful, or not violate any provisions of this Agreement, and (g) compliance with all applicable national, state, regional, and local laws and regulations.
We disclaim all liability for the matters stated in Section 11. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the content development, operation, maintenance, and contents of your Site or any breach of your obligations under this Agreement.
14. You may not use the DuluthPack.com or the Duluth Pack name, or any variations thereof, in any manner not expressly authorized by this Agreement. In particular, you may NOT post Duluth Pack sales, promotions, or coupons on your site without our prior written consent; you may NOT purchase domain names that have Duluth Pack variations or misspellings in them which are solely intended to direct traffic away from the DuluthPack.com; you may NOT create sub-affiliate accounts under the original approved affiliate account, unless each such sub-account is approved and review by Duluth Pack; you may NOT promote DuluthPack.com in emails/newsletters without prior written approval of the placement; you may NOT use DuluthPack.com’s name, or any variation thereof, in subject lines of emails/newsletters; you may NOT use DuluthPack.com’s name or any variation thereof, in hidden text or source code, you may NOT use DuluthPack.com’s name, or any variation thereof, in your domain or sub-domain; you may NOT engineer your site in such a manner that pulls Internet traffic away from DuluthPack.com; you may NOT engineer your site in such a manner that would be considered “keyword stuffing,” such as using terms in hidden or live text that is meant to attract search engine spiders in order to determine higher relevancy to DuluthPack.com; you may Not purchase any keywords on search sites related to Duluth Pack or any variation thereof. Refer to Duluth Pack’s ShareASale PPC Trademark/Keywork and Bidding Rules page for a full list of restricted keywords. Duluth Pack strongly discourages You from the use “coupon” terminology when promoting DuluthPack.com; as an alternative, the use of “event’ or “sale” is highly recommended and encouraged. You may not launch the DuluthPack.com site directly from search engine listings or your site unless the visitor clicks through a Duluth Pack banner, logo, or product. Duluth Pack may, in its sole discretion, suspend Your account and/or withhold referral fees if, in its sole judgment, it determines You are in violation of any of the prohibitions or conditions contained herein. In addition to the Termination provisions set forth below, violation of the foregoing prohibitions may result in the immediate termination of this Agreement.
15. You may NOT utilize in connection with your Site or the promotion of your Site: (a) any framing technology that frames DuluthPack.com; (b) any software that gathers information through the customer’s Internet connection without his or her knowledge; (c) any software or action that violates any applicable federal, state or local laws, including without limitation, laws which prohibit a person or company from (i) installing spyware on another person’s computer, (ii) causing spyware to be installed on another persons’ computer, or (iii) using 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 (d) browser-embedded contextual targeting applications or other applications which serve “Advertising” on Duluth Pack’s competitors Sites or on any other Site other than your Site. “advertising” means (i) pop-up ads and pop-unders, (ii) in-browser ads, and (iii) highlighting of Site content and redirecting to Sites with similar content, regardless of whether any such Advertising is served directly by you or is provided or purchased from a third-party purchaser; (e) 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.
16. Term of the Agreement; Termination. The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either of us. Either you or Duluth Pack may terminate this Agreement at any time and for any reason, with or without cause, by giving the other party written or electronic notice of termination. If you don’t generate at least 50 click-throughs or at least one sale per month through affiliate links, you may be removed from the program. You are only eligible to earn referral fees 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 canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this agreement, (a) all licenses hereunder shall terminate, (b) you will immediately remove any links, Duluth Pack Marks, and other Duluth Pack intellectual property or brand features from your Site, (c) Duluth Pack shall immediately remove any of your logos, marks, and brand features from the DuluthPack.com site, and (d) Sections 7 through 25 will survive such termination. Duluth Pack may withhold referral fees at termination if Duluth Pack, in its sole discretion, believes explicit provisions of this Agreement have been breached and such referral fees were earned in violation of this Agreement. In addition to the right to terminate this Agreement, Duluth Pack shall be entitled, in addition to any and all remedies of law, to seek damages for breach of this agreement, including, injunctive relief, punitive damages, and/or refund of the fees and other payments made pursuant to the terms of this agreement.
17. Modifications. We reserve the right to change or modify the terms and conditions contained in this Agreement, at any time and in our sole discretion. Any changes or modifications will be effective upon posting of the revisions and notice of such changes to the Site, at which point the affiliate will have 7 days to ensure that they are compliant with the changes. Duluth Pack may deliver notice by any of the following methods: (a) by posting a change notice or a new agreement on the ShareASale Site; (b) changing the date of this Agreement on the ShareASale Site, or (c) by giving you notice of the change or modification through the ShareASale Network. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. If any modification is unacceptable to You, your only recourse is to terminate this agreement. Your continued participation in this program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
18. Relationship of Parties. Both of us are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representation on our behalf. You will not make any statement, whether on your Site or otherwise, that reasonably would contradict anything in this Section.
19. Limitation of Liability. We will not be liable for indirect, special, or consequential damages arising in connection with this Agreement, the Program, or ShareASale, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement. All claims made hereunder by you against us shall be made within 90 days of the act or omission, which forms the basis of such claims.
20. Disclaimers. We make no express or implied warranties or representations with respect to ShareASale, the Program, or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing or trade usage). In addition, we make no representation that the operation of our Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors or termination of any services, products, or this Agreement.
21. Independent Investigation. You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with your website.
22. Assignment and Successors. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against, the parties and their respective successors and assigns.
23. Scope of Agreement. This Agreement and the Referral Fee Schedule constitute the entire Agreement and understanding between us with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between us.
24. Injunctive Relief. You expressly agree that your violation of Sections 1, 7, 8, 10, or 11 will cause irreparable harm to Duluth Pack and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, Duluth Pack, will be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violations of any or all the provisions hereof.
25. Attorneys’ Fees. In the event any action is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts such party shall be entitled to receive from the other party, shall be entitled to receive its reasonable attorneys’ fees and costs incurred in bringing such action.
26. Notices. Any notices required or permitted by this Agreement shall be delivered to the other party through the ShareASale Network. Notice shall be deemed given one business day after such notice was sent via the ShareASale Network by the sending party.
27. Governing Law, Jurisdiction, and Venue. This Agreement will be governed by the laws of the United States of America and the State of Minnesota, without reference to rules governing choice of laws. Any action relating to this agreement must be brought only in the federal or state courts located in Duluth, Minnesota, and you irrevocably consent to the jurisdiction of such courts.
28. Waiver. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. The failure of either party to enforce any right or remedy shall not be deemed a waiver of said right or remedy.
29. Publicity. We do not permit you to utilize media releases of any kind to publicize your business relationship with Us in any manner. You shall not use any Duluth Pack Marks, Trademarks, service mark, logo, or any other information which identifies Duluth Pack in Agency’s sales, marketing, and publicity activities and/or materials, including, but not limited to interviews with representatives of any written publication, television station or network, or radio station or network, and publication in any Internet Web site, digital media, print, video, social, or audio media.
30. ShareASale Provisions. You agree to indemnify, defend and hold harmless ShareASale and its affiliates, officers, directors, employees, and agents from and against any and all liability, claims, losses, damages, injuries, or expenses (including reasonable attorneys’ fees directly or indirectly arising from or relating to any other matter related to this Agreement or any related dispute. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve ShareASale, ShareASale may consult with and use counsel of its own choice in connection with such dispute.
You acknowledge and agree that the nature of the Program is such that in its normal operation it may access and download elements of software data from resources that are external to the computer or device running the Program, such as Program. You also acknowledge that ShareASale has not undertaken to provide such external resources or servers and specifically disclaims any representation or warranty as to the availability, quality, or performance of such resources or whether they may contain any defects which may affect the performance of the Program. ShareASale shall not be responsible for provisions of any communication facilities or the costs associated with such communications.
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PHONE: (218) 722-3898 • 1-800-777-4439 • FAX: (218)-722-9575 • WWW.DULUTHPACK.COM