This is the Agreement that will govern your participation in an Engagement through the Awin Network (B2C) with Us. Please read this Agreement and check the box on the previous page to digitally sign this Agreement. To print a copy of this Agreement, please use your browser's print command.
PUBLISHER AGREEMENT
This Publisher Agreement (this "Agreement") is made between you ("Affiliate") and us ("Michael Kors"). Neither Awin Corporation nor any of its corporate affiliates are parties to this Agreement.
BACKGROUND
Both parties desire to establish the general terms and conditions which shall govern advertising and commission arrangements between You and Us resulting from our participation in the Awin Network (B2C).
TERMS AND CONDITIONS
In consideration of the promises set forth below, each party agrees as follows:
1. Offers and Engagements.
1.1. From time to time, We may post on the Awin Network (B2C) offers (each, an "Offer") to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined
below).
1.2. If You accept one of our Offers, we will have entered into an "Engagement." Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.
1.3. At any time prior to You displaying a Qualifying Link on one of Your websites, Advertiser may, with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or
modify any graphic or banner ad that we have submitted for an Offer or an Engagement. You agree to promptly implement any request from Us to remove, alter or modify any such graphic or banner ad.
2. Your Responsibilities.
2.1. Affiliate will link its site to areas within Michael Kors s site using only special URLs specified in the Engagement (the "Required URLs"). Affiliate may post as many links to the Required URLs and the rest of Michael Kors site as it likes on Affiliate's site. The position, prominence and nature of links on the Affiliate's site shall comply with any requirements specified in the Engagement, but otherwise will be at the discretion of Affiliate.
2.2. You agree not to make any representations, warranties or other statements concerning Us, Our site, this Engagement, any of Our products or services, or Our site policies, except as expressly authorized by the Engagement.
2.3. You are responsible for notifying Us and Awin Corporation of any malfunctioning of the URLs specified in the Engagement (the "Required URLs") or other problems with Your participation in the Engagement.
2.5 Affiliate agrees to abide by all applicable federal, state and local laws, including, without limitation, laws which prohibit a person or company from (a) installing spyware or other malicious code on another person's computer, (b) causing spyware or other malicious code to be installed on another person's computer, or (c) 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.
2.6 Affiliate may not use ’www.MichaelKors.com’ or ‘www.MichaelKors.co.uk’ or any variation thereof as the display URL in any Search Engine or like marketing campaign without the prior written consent of Michael Kors.
Affiliate also agrees not to bid on any keyword in Pay per Click Search Engines (PPCSEs) that is a Michael Kors Brand Term (or a derivation of a trademark, or any other word or term that is likely to cause confusion regarding its affiliation with Michael Kors). Some examples of these keywords include, but are not limited to:
Michael Kors
Michael Kors Sale
Michael Kors Promo
Michael Michael Kors
Kors Michael Kors
Kors
The foregoing list is for guideline purposes only; in other words, it is not a complete list of prohibited keywords which infringe or may infringe Michael Kors’ trademarks.
We may, at its sole discretion, modify this list from time to time to include any other word or phrase.
Affiliate may not promote paid ads for Michael Kors that are misleading and/or which claim inflated discounts, in Michael Kors’ sole discretion. Affiliate may only promote ads which state the actual discount offered by Affiliate. Affiliate may only promote Michael Kors current monthly coupons as authorized for that specific month.
Finally, Affiliate agrees not to place the word ’Michael Kors’ or any variation of it or close spelling of it, in the Affiliate’s site URL to the left of Affiliate’s top-level domain name or sub-domain. An example of this prohibition is as follows: ’MichaelKors.mydomain.com’. However, the following example does not violate this prohibition: ’mydomain.com/MichaelKors’
Failure to comply with this Section may result in suspension or termination from the Michael Kors affiliate program. If placed on suspension, Affiliate will be prohibited from participating in the Michael Kors Affiliate Program for a minimum of 14 days and will be ineligible to receive any commissions on the sales generate during the suspension period. After the initial suspension period, and if in complete compliance with this Agreement and the Engagement, Affiliate will have the opportunity to opt back in to the Michael Kors Affiliate Program once in complete compliance with this Section. A second violation of this Section may result in permanent termination from the Michael Kors affiliate program. Michael Kors failure to terminate or otherwise discipline an Affiliate for violations shall not operate as an implicit acceptance of the Affiliate’s action or as a waiver of Michael Kors right to thereafter seek recourse for past or future violations.
2.7 Affiliate agrees not to employ the use of any type of software download or technology (’Prohibited Software’) which attempts to intercept or re-direct traffic or referral fees to or from, any other website without the written consent of Michael Kors. Affiliate agrees not to employ any so-called ’fat-finger’ domains or typosquatters redirecting web traffic to the Affiliate’s link without first notifying Michael Kors of the use of such domains and registration information pertaining to such domains as Michael Kors shall specify, prior to commencing the use and following termination of the use of a fat-finger domain. A typo squatter or fat-finger domain is any domain that amounts to a misspellings of any registered or unregistered Michael Kors trademark.
2.8 Affiliate will not frame its site so that it is as if your customers are on both your Affiliate site and MichaelKors.com, or in any way that is confusingly similar to Michael Kors site, as determined by Michael Kors in its sole discretion.
2.9 Affiliate will not redirect traffic to Michael Kors site where its URL remains in the address when a customer attempts to bookmark, what appears to be, Michael Kors site, as determined by Michael Kors in its sole discretion.
2.10 For Michael Kors products listed for sale on Affiliate’s site, Affiliate will direct customers only to Michael Kors site for the purchase or will purchase the products only from Michael Kors site. As an affiliate, you also agree not to crawl the Michael Kors site to obtain items not available through Awin data feed.
2.11 Affiliate will use the product images and descriptions only as provided by Michael Kors and only in the manner consistent with this agreement for the promotion and sale of Michael Kors products.
- Affiliate agrees not to re-sell Michael Kors products, purchased from MichaelKors.com, using Michael Kors to fulfill purchase orders as a drop-shipper for Affiliate.
- Affiliate agrees not to re-distribute Michael Kors product feeds or intellectual property to websites which can reasonably be viewed as Michael Kors direct competitors. For avoidance of doubt, Michael Kors direct competitors, include, but are not limited to Google Product Listing Ads, Shopping.com, and other similar comparison shopping engines.
- Affiliate agrees not to re-sell Michael Kors Affiliate Services, such as those provided for under this Agreement, to other parties or act as an intermediary seller of access to Michael Kors’ Affiliate services other parties, but instead refer inquiries from third parties about participation in Michael Kors Affiliate program directly to Michael Kors (USA) Inc.
- Affiliate agrees not to advertise Michael Kors products taking into account a coupon price without at the same time noting prominently that a coupon is being applied to achieve a lower product price. For avoidance of doubt, when Affiliate, for example, advertises a Michael Kors product selling at MichaelKors.com site for $100, but there is an active MichaelKors.com 10% coupon on that product, then Affiliate may only advertise the product for $90, by stating in the advertisement that the $90 price is only available when the Michael Kors coupon is applied to the sale: i.e., ’Get this [Michael Kors product name here] when you use this 10% of coupon at MichaelKors.com.’
- Affiliate shall not issue press releases that mention or discuss Michael Kors or the business relationship established or maintained by this Agreement without prior written consent of Michael Kors approving the release. Affiliate shall not use Michael Kors’ name, logo or trademarks in any marketing or promotional materials or disclose that it has entered into this Agreement without Michael Kors prior written consent.
- Affiliate shall not disclose specific information without first obtaining Company’s prior written consent. Affiliate will not disclose the identity of Company either directly or indirectly. Any information used shall be aggregated with data regarding the activities of other Michael Kors so that it does not reveal and is not reasonably capable of being used to derive specific information about the results of Company’ business conducted through Company’s use of the Services.
2.17 Failure to comply with any provision of this Section 2 may result in suspension or termination from Michael Kors affiliate program. If placed on suspension, Affiliate will be prohibited from participating in the Michael Kors Affiliate Program for a minimum of 14 days and will be ineligible to receive any commissions on the Michael Kors sales generated during the suspension period. After the initial suspension period, and if in complete compliance with this Agreement and Engagement, Affiliate will have the opportunity to opt back in to the Michael Kors Affiliate Program once in complete compliance with this section. A second violation of this Section may result in permanent termination from the Michael Kors affiliate program. Micahel Kors failure to terminate or otherwise discipline an Affiliate for violations shall not operate as an implicit acceptance of the Affiliate’s action or as a waiver of Michael Kors right to thereafter seek recourse for past or future violations.
In accordance with section 4.2, Affiliate agrees to not use Michael Kors content on any web site other than its registered Awin web site without the express written permission of Michael Kors.
3. Commissions.
3.1. We agree to pay to You the commission specified in the Engagement if We sell to a visitor to Our site (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed Our site and purchased the product or service via a Qualifying Link.
3.2. A "Qualifying Link" is a link from Your site to Our site using one of the Required URLs or any other URL provided by Us for use in the Awin Network (B2C) if it is the last link to Our site that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A "Session" is the period of time beginning from a Customer's initial contact with Our site via a link from Your site and terminating when the Customer either returns to Our site via a link from a site other than Your site or the Engagement expires or is terminated.
3.3. We shall have the sole right and responsibility for processing all orders made by Customers. You acknowledges that all agreements relating to sales to Customers shall be between Us and the Customer.
3.4. All determinations of Qualifying Links and whether a commission is payable will be made by Awin Network, subject to the Engagement, as determined by Michael Kors, in its sole discretion, and will be final and binding on both Michael Kors and Affiliate. Michael Kors, in its discretion, shall set prices for its products or services. Commission will not be paid on orders that have been cancelled within 30 days of the initial transaction.
4. Ownership and Licenses.
4.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
4.2. We grant to You a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement or during the registration process in the Awin Network (B2C), on Your site solely for the purpose of creating links from Your site(s) to Our site(s) during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, You may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. Affiliate will not use or negligently or intentionally allow and third party to use the Content for any purpose other than to drive sales to Michael Kors site.
4.3. You grant to Us a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by You solely for co-branding purposes or as a return link from Our site(s) to Your site(s). We
will remove such graphic or banner ad upon Your request.
5. Termination.
5.1. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through the Awin Network (B2C). Termination of an Engagement shall not terminate this Agreement or any other Engagement.
5.2. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five day's prior written notice of such termination to the other party and the Awin Network (B2C). Termination of
this Agreement shall also terminate any outstanding Engagements. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this
Agreement.
6. Representations.
6.1. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby; (b) any material which is provided to the other party and displayed on the other party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation, including, without limitation, any anti-spam or other email or electronic commerce related law;(iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines; (c) it shall not send any email or other form of electronic message or advertisement containing the other's name, product, web site address, metatag or any other type of identifier to any recipient unless the recipient has directly consented to receive such communication from the sender or sender has a pre-existing business relationship with the recipient; and (d) it shall provide any recipient of such communication with the ability to ’opt out’ of further communications from the sender either by calling a toll free number or by sending an ’unsubscribe’ email to the sender.
6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MICHAEL KORS ABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Cross-Indemnification.
7.1. Each party hereby agrees to indemnify, defend and hold harmless the other party and its publishers, 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.
8. Limitation of Liability.
8.1. In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.
8.2. The parties agree that the Awin Network (B2C) and Awin Corporation and its publishers, officers, directors, employees and agents shall not be liable to either party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.
9. General.
9.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
9.2. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of New York. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to Our headquarters to the attention of Our legal department.
9.3. By accepting any Offer through the Awin Network (B2C), You agree that you will be deemed to have executed, and will be bound by, this Agreement.
9.5. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
Returns Policy and Validations (march 1st 2020)
Due to COVID-19 Michael Kors has extended their returns policy from 30 days to 60 days (active as of 1st March 2020).
Due to the extension in return please note that the validation period will also be extended by 30 days.
