AFFILIATE PROGRAM AGREEMENT
This Affiliate Program Agreement is a legal contract between the affiliate and Innovate, Inc. (ICS Shoes). By applying to our program, you confirm understanding and acceptance of its terms, ensuring compliance by all associated parties.
DEFINITIONS
In this section, "we," "us," or "our" refers to ICS Shoes and its website, innovateistore.com. "You" or "your" signifies the Affiliate, and "Program" denotes the Merchant Affiliate Program. "Our website" and "your website" represent the Merchant's and the Affiliate's websites, respectively.
AFFILIATE OBLIGATIONS
ENROLLMENT
Start by applying online at Awin.com. We'll review your website and then notify you of acceptance or rejection. Although initial approvals are automatic, we may reassess your application later and reserve the right to reject any application at our discretion.
WEBSITE RESTRICTIONS
Your website(s) must not violate intellectual property rights, laws, or privacy; contain harmful, obscene, or illegal content; have malicious software; or use technology to divert traffic or affiliate commissions.
LINKING TO OUR WEBSITE
Once accepted into the Program, you'll access links via the interface, view Program details, affiliate newsletters, download HTML for web page links and banners, and obtain tracking codes for coupons and deals.
By accepting our program, you agree to use only the provided linking code without alteration, ensure your affiliate links comply with our guidelines, list all domains using your affiliate link in your profile, and avoid creating a website that mimics or mirrors ours. You're prohibited from using deceptive practices like cookie stuffing or cloaking. You're responsible for adhering to intellectual property laws, not displaying third-party trademarks without permission, and using our provided materials in accordance with this agreement. Your participation grants you a limited, revocable right to use our materials, respecting our intellectual property rights and assisting in protecting them.
PPC GUIDELINES
You're prohibited from using our trademarked terms, including variations or misspellings, in PPC campaigns on any platform without written permission. This includes using these terms in conjunction with other keywords, in ad titles, copy, display names, or URLs, and from direct linking or redirects to our site from ads. You must actively exclude our terms from your PPC automation, with a strict policy against trademark bidding. Violations will lead to immediate program removal and commission reversals.
TRADEMARKED TERMS
This list includes, but is not limited to, specific brand names and website URLs associated with ICS Shoes and its products, along with general terms related to discounts and promotions. It's meant to guide prohibited PPC keyword usage.
COUPON GUIDELINES
If participating in our Program with a website promoting coupon codes, you must follow these guidelines: Only use coupon codes from our affiliate program, display coupons fully with all details and valid dates, do not conceal codes or bypass coupon requirements, and avoid using non-affiliate obtained codes. Misrepresenting offers as requiring a click from your site for redemption is not allowed.
COUPON ATTRIBUTION & AUTHENTICATION
Affiliates focusing on coupons must ensure all promoted codes are valid, as defined by those shared through the affiliate channel, newsletters, or the Deals Database in Awin. Commissions will only be paid for sales with corresponding valid codes. Invalid codes, including expired, unspecific, or sitewide offers not requiring a code, will not earn commissions.
SUB-AFFILIATE NETWORKS
Using sub-affiliate networks to promote us is allowed, but you must disclose the source of your sub-affiliates' traffic. Ensure all sub-affiliates comply with our terms, including restrictions on toolbars, browser extensions, and paid advertising like PPC campaigns.
DOMAIN NAMES
Use of any of our trademarked terms as part of the domain or sub-domain for your website is strictly prohibited.
OK
www.innovateistore.com/merchant
www.icsShoes.com/merchant
Not OK
merchant.website.com
www.merchant-coupons.com
ADVERTISING & PUBLICITY
Before using any material referencing our Program, submit it for our approval. For email promotions, comply with the CAN-SPAM Act and ensure emails appear sent by you, not implying our sponsorship.
SOCIAL MEDIA
Promotion on social media platforms like Facebook, Twitter, Instagram, and YouTube is allowed with conditions: You can use affiliate links on your pages but cannot post them on our social media accounts or use them in ads. Running ads with our trademark or creating accounts with our trademark in the name or username is prohibited.
FTC DISCLOSURE REQUIREMENTS
Include a clear disclosure on pages or posts with affiliate links, indicating compensation for endorsements or reviews. Disclose if products were received for free. Place disclosures prominently, without requiring scrolling, and avoid pop-up disclosures.
MERCHANT RIGHTS AND OBLIGATIONS
We may monitor your site to ensure compliance with this agreement, advising changes for improved alignment with our program. Failure to make recommended changes or any fraud and abuse can lead to immediate termination without notice. Commissions from fraudulent sales will not be paid. This agreement starts upon acceptance into the program and remains until terminated.
TERMINATION
Either party may terminate this Agreement at any time, with or without reason, via the affiliate platform. Termination upon breach by you is immediate. Post-termination, you must remove all links and materials related to our site and Program. You'll earn commissions on qualifying sales made before termination, with final payments subject to a hold to ensure accuracy, barring cancellations or returns.
MODIFICATION
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email.
OUR CUSTOMERS
Customers who buy products through this the Program are our customers. All of our standard policies and operating procedures will apply to these customers. We may change our policies and operating procedures at any time.
ORDER PROCESSING
Commissions are paid for direct sales via your Program Affiliate Link, excluding non-shipped, canceled, returned, or refunded items. We may disqualify orders for commission if necessary to prevent abuse or non-compliance. We handle order processing, customer service, and track sales from your link, with activity statements available on the Awin interface.
PAYMENT
We use a Awin.com affiliate network to handle all of the tracking and payment.
ACCESS TO AFFILIATE ACCOUNT INTERFACE
You will create a password so that you may enter Awin's secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.
TRANSACTION LOCK DATES
All sales will remain in a 'sales pending period' and will not lock until the terms set forth within the locking period parameters of our Program.
REVERSAL & COMMUNICATION POLICY
We may reverse orders for cancellations, returns, or policy violations. Violations include being untruthful, unresponsive, or unable to prove the source of traffic. In such cases, we may adjust commissions to 0%, suspend, or terminate your program participation.
GRANT OF LICENSES
We grant you a non-exclusive, revocable license to use our site's links and our branding materials, provided you're a Program member in good standing. This use should benefit our Program, and all goodwill generated will benefit us. Both parties must not use the other's materials in a negative light, and rights in proprietary materials are reserved. Other than the granted license, no intellectual property rights are transferred to you under this Agreement.
REPRESENTATIONS AND WARRANTIES
You affirm that: you have rightfully executed this Agreement, which is a binding commitment enforceable by its terms; you possess the authority to agree to and uphold this Agreement's terms without needing another party's consent; and you own or control the necessary rights granted in this Agreement.
DISCLAIMER
MERCHANT MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR PROGRAM, SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF OUR ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.
LIMITATIONS OF LIABILITY
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL MERCHANT'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO 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.
INDEMNIFICATION
You hereby agree to indemnify and hold harmless Merchant, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
CONFIDENTIALITY
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
MISCELLANEOUS
1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
3. This Agreement shall be governed by and interpreted in accordance with the laws of the United States and the State of Florida without regard to the conflicts of laws and principles thereof.
4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
8. 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.
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 ADMIT OTHERS INTO THE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
