OOLY Online Affiliate Agreement (United States Only)
This OOLY Online Affiliate Agreement (the “Agreement”) is entered into this 15 day of June, 2020, by OOLY, LLC, a California limited liability company.
WHEREAS, this Agreement sets forth the understanding of the parties described herein; and
WHEREAS, OOLY and the Online Affiliate agree as follows:
1. Purpose
OOLY, LLC (“OOLY”) has unilaterally decided that its business interests are best served through the adoption of this Agreement. OOLY designs, manufactures and markets products under the OOLY premium brand, which identifies those products to the consuming public as having characteristics of excellence and superior quality. OOLY has invested significant resources in product design, development and marketing to build and maintain its reputation for high quality products and to generate goodwill in all the OOLY brands. All policies of and in ShareASale affiliate applications are incorporated here as cross reference.
2. Online Affiliate Coverage
This Agreement applies to all OOLY products offered for sale and sold by the Online Affiliate in the United States and sets forth the terms and conditions under which OOLY authorizes the Online Affiliate to feature OOLY products (“Products”) online.
3. Territorial Limitations
Online Affiliate may only offer to sell and sell Products that ship within the United States and its territories. This territorial limitation must be clearly specified on the Online Affiliate’s website. OOLY only distributes products from OOLY.com within the U.S.
4. Product and Brand Representation
Subject to the terms and conditions of this Agreement and as further described below, during the term of this Agreement, OOLY authorizes the Online Affiliate to use only the OOLY logo, trademarks, trade names, Product images and online creative assets, keywords and hyperlinks provided by OOLY specifically for Affiliates only in a manner pre-approved by OOLY in writing. Online Affiliate may not source additional OOLY brand assets without written approval.
4.1. All Product names and trademarks must be accurate with correct spelling as set forth on www.ooly.com. OOLY brand name and Products must be spelled correctly and in full on the Online Affiliate website. The name OOLY always appears in text in full capital letters. If the Online Affiliate misuses the Product names and trademarks , Online Affiliate shall promptly correct any errors.
4.2. OOLY’s intellectual property rights are identified in Section 10 below. As the exclusive owner of its intellectual property, OOLY reserves the right at any time to change, modify or delete the limited use of its trademarks including but not limited to use of any trademarks as pay-per-click search advertising copy.
4.3. OOLY does its best to ensure product availability. It is the responsibility of the Online Affiliate to check product availability of linked products. OOLY will not be responsible if a link goes to a product that is not available.
5. Online Affiliates Representation
5.1. An Online Affiliate must state that it has a direct relationship with OOLY. Product reviews should carry a disclaimer per FTC Disclaimer Guidelines.
5.2. Online Affiliate must not bid on, purchase or use the online search terms “OOLY, LLC”, “OOLY”, “weareooly” “www.ooly.com”, or other trademarks, or branded keywords, Product names or any misspelling or variant thereof on websites, search engines, search portals, or like websites.
5.3. OOLY Products may only be advertised on the domain/s name/s that the OOLY has previously approved and no other domain names.
5.4. Only the ooly.com website will transact the sale of the Products.
5.5. Online Affiliate will use only the links provided by OOLY and will not create their own hyperlinks. This ensures that all Online Affiliate links to OOLY.com are to be “no-follow”.
5.6. Hyperlinking:
Affiliates linking from their blog/site should use the “rel nofollow” attribute. For instance "My favorite coloring tool is
product-name ." - For more information see > https://webmasters.googleblog.com/2019/09/evolving-nofollow-new-ways-to-identify.html
Links in social media sites don’t need the nofollow attribute however they should carry tracking IDs within links
Affiliates should keep tracking ids within urls to receive credit for sales. Use ShareASale links in all creatives intended to generate sales.
6. Online Advertising
The Online Affiliate may promote the Products through online advertising, including pay-per-click search advertising, display advertising, email, social media advertising and marketing, and mobile advertising.
6.1. If the Online Affiliate features the price of an OOLY product that price should match the price displayed on OOLY.com.
6.2. Advertising Message: While the Online Affiliate is free to present and advertise OOLY Product, the following words and phrases may not be associated with the OOLY brand and OOLY Products in any online advertising or on an Online Affiliate website or social page: “blow out”, “cheap”, “discount(ed)”, “discounter”, “savings”, “save”, “markdown”, “clearance”, “for less”, “best price”, “$XXX off”, “coupon”, “coupon code”, “lowest price”, “lower price”, “unbeatable price”, “bargain”, “under $XXX”, “below $XXX”, “budget price”, “steal”, “reduction”, “reduce(-d)”, “price slash”, “slashed prices”, “price-cut”, “decreased price”, "blowout", "$XXX savings", a strike through of OOLY’s MSRP pricing (e.g., ($125.00)) and "% off.”
7. Warranty and Limitations of Liability
The Online Affiliate should conspicuously post and comply with any warranty and limitations of liability requirements applicable to any Products sold on the website.
8. Registered URLs
The Online Affiliate may not register any URL using OOLY trademarks, including but not limited to “OOLY, LLC” or any Product, collection, or series names or any misspelling variation thereof including typos or alphanumerics. If an Online Affiliate is found to own this type of URL, the Online Affiliate agrees it will transfer the domain ownership to OOLY and it will be responsible for all related costs.
9. Intellectual Property
OOLY is the sole owner of all intellectual property rights associated with its products, including, but not limited to, all patent licenses, copyrights, registered and applied-for trademarks, trade names, brands, images, descriptions, and likenesses of its products ("Intellectual Property"). No alterations or assignments to OOLY’s Intellectual Property will be allowed without prior written consent from OOLY. OOLY reserves the right to revoke Intellectual Property use privileges at any time for any reason without prior notification or warning to the Online Affiliate. The Online Affiliates acknowledges that OOLY is the owner of the Intellectual Property and confirms and agrees that any use of the Intellectual Property by the Online Affiliates and any goodwill generated by its use by the Online Affiliate shall ensure the exclusive benefit of OOLY.
10. OOLY Advertising Contributions
To support the Online Affiliate, OOLY contributes the cost of all marketing materials such as the OOLY website, product images, product descriptions, printed materials, public relations, traditional and digital media to support its brand and in doing so furnishes a limited right to use to OOLY Intellectual Property for the express purpose of supporting the Online Affiliates online advertising of OOLY products. All online advertisements using OOLY products or any OOLY Intellectual Property must fully comply with all local, state and federal laws on advertising.
11. Agreement Modifications
OOLY reserves the unilateral right to modify, suspend, or discontinue this Agreement, in whole or in part at any time.
12. Compliance with Laws
The Online Affiliate must comply with all federal, state, and local laws while advertising and selling OOLY products, including but not limited to all truth-in-advertising laws.
13. Contact Information
All questions or comments regarding this Agreement are to be directed to the Online Affiliate administrator at affiliate@ooly.com.
