OLIVE + CRATE AFFILIATE PROGRAM AGREEMENT
The Olive + Crate Affiliate Program Agreement (“Agreement”) is administered by O&C Group Pty Ltd, a private company registered under the laws of Australia with ACN 627983377, registered address 3 Austin Rd, Hampton, VIC 3188, Australia and website https://oliveandcrate.com/. Please read the Agreement carefully before submitting your application to participate in the Olive + Crate Affiliate Program (“Program”) as an Affiliate. By submitting the Application, you are conclusively deemed to have accepted and agreed to be bound by this Agreement. Additionally, if this Agreement is being executed on behalf of a legal entity, you represent and warrant that you are authorized to legally bind that entity to this Agreement. If you do not accept all of the terms and conditions of this Agreement, please do not submit your Application.
1. Enrolment
The Program is professionally managed by Shareasale.com, Inc. (“Share-a-Sale”) and this Agreement shall be effective upon Share-a-Sale’s acceptance of your merchant link sign-up request and your linking and/or participation in the Program.
2. Registration and Participation in the Affiliate Program
To participate in the Program, you must be registered as an affiliate with Share-a-Sale and request to be linked to the merchant, O&C Group Pty Ltd. Your registration request may be accepted or rejected at our or Share-a-Sale’s sole discretion. Your request will be rejected if it is determined that your web site includes anything that is, inter alia, unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable. Please visit https://oliveandcrate.com/pages/ambassador-program for more details about registration and participation. Olive + Crate also reserves the right to affiliate registration by invitation in addition to the foregoing.
3. Affiliate Marketing Guidelines
All images, product names & numbers, trade names, trademarks, slogans, and/or designs depicted in any marketing material or links made available to you under this Program (collectively, “Olive + Crate Material”) are the proprietary property of Olive + Crate or its licensors.
a) Online Advertising (Sponsored Links and PPC) Guidelines: Olive + Crate does not allow the bidding or use of its branded trademark terms by Affiliates engaging in paid search advertising in any search engine. Unless there is a written agreement to the contrary, you cannot use Olive + Crate trademark terms (or alternate spellings or derivatives thereof, such as 'olive and crate', 'olive & crate', ‘olive+crate’ etc) in the title, advertising copy and/or description or display URL of a paid search advertisement. 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.
b) Online Advertising (Coupon Codes) Guidelines: You may only advertise coupon codes that are provided to you through the Program or that are displayed on the Olive + Crate website. Coupons must be displayed in their entirety with the full offer, valid expiration date and code. Posting any information about how to work around the requirements of a coupon/promotion will result in your removal from the Program. Please note you cannot advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other advertising campaign.
c) Online Advertising (Organic Links) Guidelines: Affiliates that use the Olive + Crate trademark terms in any organic search link must use the terms in a manner that is not confusing, misleading, does not dilute or disparage our trademarks, and is in keeping with generally recognized and accepted practices of fair use under national and international Trademark Laws.
d) Electronic Mail: You shall not send any emails, directly or indirectly, that advertises or promotes Olive + Crate, its products, services, web sites, or offers without Olive + Crate’s prior express written consent, and further agree to comply with all laws, rules, regulations, and ordinances relating to the sending of commercial emails, including, but not limited to, the federal CAN-SPAM Act of 2003.
Except as otherwise set forth in this Agreement, Affiliate shall not use Olive + Crate’s name, trademarks, service marks or any derivations or variations thereof in any manner, including without limitation, (a) in metatags, (b) in hidden text or source code or (c) in Affiliate’s domain name or any other part of Affiliate’s universal record locator (URL). Affiliates found in violation of this section are subject to punitive actions by us, including but not limited to suspension or termination of Affiliate account, withholding of payments to Affiliate; and publication (at our discretion) of Affiliate's activities.
4. Links & Images
Olive + Crate shall make available to Affiliates, via the Share-a-Sale web-site, a variety of graphic and textual images (the "Images") that serve to identify your site as a member of the Program and that will establish “Links” from any and all websites you own, operate or control (“your site”) to https://oliveandcrate.com/ (“our site”). You may, subject to the terms and conditions herein, display Links as often and in as many areas on your site as you desire. You shall cooperate fully with Olive + Crate in establishing and maintaining Links. You may display in your site only those Images provided to you by Olive + Crate which may by discontinued or replaced at any time and from time to time in our sole discretion. You further agree that each Link connecting users of your site to our site will in no way alter the look, feel, or functionality of our site. Olive + Crate and/or Share-a-Sale may monitor your site at any time to determine if you are in compliance with these terms.
5. Affiliate's Obligations
a) You agree to be solely responsible for all costs and expenses you may incur in connection with your participation on the Program and/or your performance under this Agreement including
i) the development, operation and maintenance of your site;
ii) all materials that appear on your site and the accuracy and appropriateness of such materials;
iii) ensuring that any such materials do not violate or infringe upon the rights of any third party, including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights, are not libelous, defamatory, misleading, false or deceptive or otherwise illegal; and
iv) ensuring that your site and your business practices do not violate this Agreement.
b) You agree to keep your application with the Share-a-Sale Affiliate Network updated with current and accurate information (including WHOIS information) and, at all times, list the web sites you are using to drive traffic to us. For domain names associated with your site that are registered privately, the domain of your username/email address must match the URL submitted with your application.
c) You agree not to make any representations, either express or implied, or create an appearance or impression, directly or indirectly, that a visitor to your site is visiting our site, that a visitor to our site is visiting your site or that Olive + Crate endorses you or your site or your products and services (for example, you are agreeing not to “frame” any pages or portions of our site).
d) You agree to not include any pricing information in your product descriptions without our explicit consent. You shall refer all questions, requests and queries regarding our products and services to us. You do not have the authority to make or accept any offer on our behalf.
e) You agree that Olive + Crate shall own and retain all right, title and interest in the names, addresses and other identifying information of customers visiting our site ("Customer Data"), including those of customers who access our site from your site, and you shall have no right to use any such Customer Data.
6. Commission Payment
Upon acceptance into the Program, you will be eligible to receive an affiliate commission payment ranging between 3-15% of the final purchase price of a product (the "Commission") for the successful completion of all eligible purchases made by customers clicking on the designated Link(s). The exact rates of Commission shall be set forth in your Share-a-Sale Affiliate Service Agreement. Olive + Crate reserves the right to modify and authorise the Commission rate from time to time, in its sole discretion. Share-a-Sale, on the other hand, will be solely responsible for fulfilling and transferring all Commission payments. Notwithstanding the above, Olive + Crate will be entitled to withhold, deduct and set off from any payments to be made to you hereunder any sums owed by you to Olive + Crate, whether in connection with this Agreement (including any breach hereof by you) or otherwise. Please also note the following conditions with regard to calculation of Commission -
a) Commission is not paid on pass through charges, such as shipping and taxes.
b) If the customer uses a coupon discount code, affiliate commission will be paid on the discounted purchase price.
c) If the customer returns and receives a refund on their purchase within the 60 days refund window offered by Olive + Crate, the Commission for that purchase will be deducted from future payouts to the affiliate.
d) If Olive + Crate has reason to believe Affiliate’s orders/referrals were obtained fraudulently or through misrepresentation, Olive + Crate shall have the right to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation.
e) If Affiliate does not generate sufficient sales within a reasonable amount of time, Olive + Crate reserves the right to terminate this Agreement at any time.
7. Use of Logos and Trademarks
Upon acceptance into the Program, Olive + Crate grants you a limited, non-exclusive, revocable, royalty-free right to use the Trademarks of Olive + Crate during the term of this Agreement solely to in connection with your participation in the Program, provided that you shall not: (a) use the Trademarks in any manner to communicate or suggest any sponsorship or other connection between Olive + Crate and you other than your participation in the Program, and (b) harm or adversely affect the Trademarks or the goodwill associated with the Trademarks. All promotional messaging and materials used by you containing such Trademarks shall be subject to Olive + Crate’s prior written approval. Except for the limited license provided in this Agreement, Olive + Crate reserves all rights in and to the Trademarks and the goodwill associated therewith. All uses of the Trademarks by you shall inure to the benefit of Olive + Crate. You shall not acquire, directly or by implication, any rights or license in the Trademarks except as expressly provided in this Agreement. Your right to use the Trademarks will terminate immediately if you violate any of the terms of this Agreement. For purposes of this Agreement, "Trademarks" means “oliveandcrate.com”, “Olive + Crate” and such other names, logos, trade names, trademarks, service marks, trade dress, design marks, brands, copyrights in any designs and other copyrightable subject matter, and other product identifiers of Olive + Crate as we may from time to time notify you to be Trademarks within the meaning of this Agreement.
8. Confidentiality
Except as otherwise provided in this Agreement or with the consent of the other Party, each Party agrees that all information including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information, concerning Olive + Crate or you, or any other affiliate, provided by or on behalf of any of them shall remain strictly confidential and shall not be used, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.
9. Spy Ware
You agree not to participate in spy ware, ad ware or parasite ware techniques for driving traffic. We reserve the right to research and investigate Affiliates and their activities and, at our own discretion, determine whether or not these practices are in place. Affiliates found in violation of this policy will be immediately terminated from the Affiliate Program with any unpaid commissions permanently forfeited.
10. Publicity
Except for the material made available to you by Share-a-Sale for your participation in the Program, and/or any Olive + Crate Material made available to you under this Agreement, you shall not create, publish, distribute, or permit any material that makes reference to Olive + Crate or the Program without first obtaining our explicit written consent which may be granted or withheld at our sole discretion.
11. Term and Termination
This Agreement shall apply and be effective as of the date your Share-a-Sale merchant link sign- up request is accepted and shall remain in effect for as long as you continue to participate in the Program, or maintain Links to our site on your site. Either of us may terminate this Agreement at any time, with or without cause, by giving the other party notice of such termination. No commissions shall accrue or be earned by you after the Term. Upon termination of this Agreement, (a) all licenses hereunder shall terminate and (b) you shall immediately remove all Licensed Materials from Your Site and cease using Olive + Crate’s name, logos, trademarks, service marks, trade dress, and/or proprietary technology.
12. Program Modification
Olive + Crate may modify this Agreement or the Program terms at any time in its sole discretion. You will be notified of any replacement of or changes to these Terms and Conditions via e-mail by a change notice. If you no long wish to be bound by the Program terms, as modified, you must immediately discontinue your participation in the Program and notify us accordingly. Your continued participation in the Program following any notice of change to this Agreement or the Program terms shall constitute your binding acceptance of the same as replaced or modified.
13. Disclaimer
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL OLIVE + CRATE BE LIABLE TO YOU UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS OR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OLIVE + CRATE’S LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT. OLIVE + CRATE DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF PARTICIPATION IN THE PROGRAM. ALL PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH OLIVE + CRATE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. OLIVE + CRATE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY LAW), REGARDING THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF OLIVE + CRATE WHATSOEVER.
14. Indemnification
Affiliate agrees to indemnify, defend and hold harmless Olive + Crate and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.
15. Relationship between Parties
Nothing in this Agreement will be deemed to constitute any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties and neither Party will be bound by, or become liable for, any representation, commitment, act or omission whatsoever of the other contrary to the provisions hereof.
16. FTC Disclosure Requirements
As per requirements of the US Federal Trade Commission Act of 1914, you shall include a disclosure statement within any and all pages/posts where affiliate links for our Affiliate Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure. Furthermore, if you are conducting business in or taking orders from customers in other countries, it will be your responsibility to abide by the applicable rules and regulations of those countries, including but not limited to General Data Protection Regulation (EU) 2016/679 (GDPR).
17. General Provisions
This Agreement is the final and complete agreement between Olive + Crate and the Affiliate regarding the Program and supersedes all prior understandings, agreements and related documentation. This Agreement will be governed by and construed in accordance to the laws of Australia and the Parties irrevocably submit to the exclusive jurisdiction of the courts of Victoria in respect of any claim, dispute or difference arising out of or in connection with this Agreement. All notices will be addressed in accordance with the other Party’s legal address or to such other address as each Party may designate in writing. Neither Party may assign, sell, transfer, delegate, or otherwise dispose of any of their rights, duties or obligations under this Agreement without the express written consent of the other Party. Any modifications to this Agreement must be in writing and signed by both Parties. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue to be in full force. The failure of either Party to enforce any right under this Agreement shall not be construed to be a waiver of that right, or of damages caused thereby, or of any other rights under this Agreement.
