Loop Apparel Affiliate Program Agreement
This Affiliate Program Agreement ("Agreement") is made and entered into as of [DATE] by and between Loop Apparel, LLC, a Colorado corporation with a principal place of business at 7030 S Magnolia Cir, Centennial, CO 80112 ("Loop Apparel"), and you, the Affiliate ("you" or "Affiliate").
WHEREAS, Loop Apparel desires to establish an affiliate program to promote the sale of its products through the websites and marketing efforts of Affiliates, and
WHEREAS, Affiliate desires to participate in the Affiliate Program and earn commissions on the sale of Loop products through its website and marketing efforts.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows:
1. Program Participation
1.1. Loop Apparel grants Affiliate a non-exclusive, non-transferable right to participate in the Loop Apparel Affiliate Program (the "Program").
1.2. Affiliate agrees to comply with all terms and conditions of this Agreement and any Program guidelines or policies established by Loop Apparel from time to time (collectively, the "Program Rules"). Program Rules may be updated by Loop Apparel at any time and will be posted on the Loop Apparel website.
2. Affiliate Responsibilities
2.1. Promotion. Affiliate will promote Loop Apparel products and the Program through its website, social media channels, email marketing, or other approved marketing channels.
2.2. Tracking Links. Affiliate will use the tracking links provided by Loop Apparel to track sales generated through its promotional efforts.
2.3. Advertising Standards. Affiliate's advertising and promotion of Loop Apparel products will be truthful, non-deceptive, and comply with all applicable laws and regulations. Affiliate will not engage in spamming or other unethical marketing practices.
2.4. Brand Representation. Affiliate will maintain a positive image of Loop Apparel and its products in all communications.
2.5. Disclaimer. Affiliate will include a disclaimer on its website or marketing materials stating that it is a participant in the Loop Apparel Affiliate Program and may earn commissions on sales.
3. Commissions
3.1. Commission Rate. Loop Apparel will pay Affiliate a commission on the net sales of Loop products generated through Affiliate's unique tracking links. The commission rate will be 10% of the net sale price, excluding shipping and handling costs.
3.2. Minimum Payout. Loop Apparel will only issue commission payments when the accumulated commissions reach a minimum threshold of $50.00.
3.3. Payment Schedule. Commissions will be paid on a monthly basis within 30 days of the end of the prior month, provided the minimum payout threshold is met.
4. Term and Termination
This Agreement shall commence upon the last signing by a Party and may be terminated by either Party upon written notice to the other. If we terminate this Agreement due to breach by you, no further Fees shall be paid to you and we may seek such other relief, equitable and legal, as may be available. If you terminate, the Fees due and owing to you shall be paid as provided herein. Regardless of who terminates, upon termination, any and all rights and licenses granted by us to you shall immediately cease and you shall immediately stop using and remove the Links and the Marks from the Affiliate Site.
5. Trademark
Upon acceptance into the Program, Loop Apparel grants you a limited, non-exclusive, revocable, royalty-free right to use the Trademarks of Loop Apparel 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 Loop Apparel 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 Loop Apparel’s prior written approval. Except for the limited license provided in this Agreement, Loop Apparel 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 Loop Apparel. 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 "Loop Apparel," "wearloop.co,” “@wearloopapparel”, the Loop Apparel logos and such other names, trade names, trademarks, service marks, trade dress, design marks, brands, copyrights in any designs and other copyrightable subject matter, and other product identifiers of Loop Apparel as Loop Apparel may from time to time notify you to be Trademarks within the meaning of this Agreement.
6. Pay-Per-Click Guidelines
a) You may not bid on any of our Trademarks, as defined in Section 5, including any variations or misspellings thereof for search or content-based campaigns on Google, MSN, Yahoo or any other network.
b) You may not use our Trademarks in sequence with any other keyword.
c) You may not use our Trademarks in your ad title, ad copy, display name or as the display URL.
d) You may not direct link to the Loop Apparel Site from any PPC ad or use redirects that yield the same result. Affiliates must be directed to an actual page on Your Website.
e) You may not bid in any manner appearing higher than Loop Apparel for any search term in position 1-5 in any auction style PPC advertising program.
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. If you engage in PPC trademark bidding that uses our Trademarks, we may terminate your participation in the Program immediately.
7. Disclaimers and Warranties
Loop Apparel disclaims all warranties, expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. Loop Apparel makes no warranties regarding the accuracy, completeness, or reliability of any information provided through the program.
8. Limitation of Liability
In no event will either party be liable to the other party for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to this agreement, even if advised of the possibility of such damages.
9 Confidentiality
9.1. Affiliate agrees to keep confidential all non-public information disclosed by Loop Apparel, including but not limited to pricing information, marketing strategies, and customer data.
9.2. This obligation of confidentiality will not apply to information that is (a) in the public domain through no fault of Affiliate, (b) rightfully obtained by Affiliate from a third party without a confidentiality obligation, or (c) independently developed by Affiliate without use of Loop Apparel's confidential information.
10. Independent Contractors
10.1 You are an independent contractor with respect to Loop Apparel. Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between you and Loop Apparel. You shall not, in any manner or respect, represent, suggest or convey the impression that you are an employee or agent of Loop Apparel, or that Loop Apparel has endorsed you and/or the Affiliate site or that you represent Loop Apparel in any manner or capacity. You have no authority to and shall not enter into any agreements or obligations purporting to be binding upon Loop Apparel.
10.2 As an independent contractor, you are solely and exclusively responsible (i) for all taxes payable with respect to income earned through the Site; (ii) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that you are not covered by or eligible for any insurance from Loop Apparel; and (iii) for ensuring that you comply with any Licensing Authority’s rules or practices.
11. Governing Law and Dispute Resolution
This Agreement will be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles.
12. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
13. Amendment
This Agreement may be amended only by a written instrument signed by both parties.
14. Severability
If any provision of this Agreement is unenforceable under any applicable law or is held invalid, such holding shall not affect any other provision hereof, and the defective provision shall, if applicable law permits, be modified and interpreted in a manner that it is enforceable. Otherwise, the offending term or provision shall be omitted and not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
15. Waiver
No waiver by either party of any breach of any provision of this Agreement will be deemed a waiver of any subsequent breach.
16. Notices
All notices and other communications hereunder will be in writing and will be deemed to have been duly given when delivered via email to hello@wearloop.co
17. Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including, without limitation, acts of God, war, terrorism, riots, labor disputes, fires, floods, earthquakes, or governmental actions.
18. Assignment
Affiliate may not assign this Agreement. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement is binding upon and will inure to the benefit of the successors, heirs and permitted assigns of the Parties.
This Agreement shall be binding upon the Parties and their successors, permitted assigns, heirs, affiliates, directors, shareholders, officers, employees and/or agents.
19. Binding Effect
This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
20. Counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Loop Apparel:
Signature _______________________
Print Name: _____________________
Email: __________________________
Affiliate:
Signature _______________________
Print Name: _____________________
Email: __________________________
