ROAN Fragrances Affiliate Program Policy
Last Updated: 05/10/2024
Welcome to ROAN Fragrances! Thank you for deciding to become a member of our affiliate program.
This Agreement (the “Agreement”) provides the terms and conditions of the relationship between ROAN Fragrances (Wayfarer Inc. d.b.a. ROAN Fragrances) (“ROAN Fragrances”, “Company” "we", "us", or "our"), a corporation organized in State of New York and anyone accessing or using the ROAN Fragrances Affiliate Program (the “Program”) as an affiliate (“Affiliate”, “you” or “your”) who refers customers to use the Company’s product or service.
WHEREAS, the Company is the sole owner and operator of the Internet site known as roanfragrances.com (the “Site”); and
WHEREAS, the Company has created a Program that enables Affiliates to refer internet traffic to the Site from the website(s) or advertising networks of others in exchange for agreed consideration; and
WHEREAS, you are an affiliate registered on the ShareASale advertising network, with sole ownership, operating or publishing rights to the websites approved in the Program (the “Affiliate Site”)
WHEREAS, you desire to participate in the Program, as evidenced by your application, which application the Company may approve or disapprove, in its sole discretion.
THEREFORE, in consideration of the mutual promises herein, the Parties enter into this Agreement upon an Affiliate’s registration for this Program with the Company. You are not authorized to register as an affiliate or participate in the Program in any way if you do not agree to these Terms and Conditions in their entirety.
1. DEFINITIONS:
Capitalized terms used and not otherwise defined in this Agreement shall have the following meanings:
(a) “Completed Transaction” means the Customer has placed an order for goods or services of the Site, the return period has surpassed, and the payment for the goods and services have been received in full.
(b) “Customer” means any person or party who purchases goods or services on the Site after connecting to the Site from the Affiliate Site.
(c) “Links” means the banner, buttons, coding or other manner in which a Customer is referred by one site to the Site for the purpose of promoting the sale of goods and services on the Site. The Links are prepared so as to track Customers who are directed from the Affiliate Site to the Site and make a purchase which results in a Completed Transaction.
(d) “Final Price” means the total received in US Dollars from the Customer less discounts, credits or allowances granted by the Company in its sole and absolute discretion.
2. AFFILIATE SITE AND CONTENT
You have sole and excusive responsibility and liability for the development, operation, maintenance and all materials and content that appear on the Affiliate Site. You shall operate and maintain the Affiliate Site in accordance with all applicable laws, rules, and regulations.
The Company is not responsible to pay any Commissions in the event you do not use the Links provided to you by the Company and ShareASale without modification OR you do not properly use those Links, meaning the traffic is not properly tracked to reflect that a Customer came to the Affiliate Site.
3. COMPENSATION FOR YOUR REFERRED TRAFFIC
Subject to your proper use of the Links, you will be compensated based upon the Final Sale Price from Completed Transactions. Your Compensation (the “Fee”) shall be completed monthly via ShareASale in US Dollars. Transactions that result in chargebacks or refunds are not eligible for any Fee.
The Company reserves the right to refuse an attempted purchase by any person, in the Company’s sole and absolute discretion. You shall have no claim to any Fee based on the Company’s decision to not complete transactions with any person who accesses the Site through a Link on the Affiliate Site. The Fee is also if it has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Program Policies that we make available to you, misuse of the Affiliate Tool or by any other means that we deem to breach the spirit of the Affiliate Program,
4. FULFILLMENT & CUSTOMER INFORMATION
The Company is solely responsible for processing and fulfillment of all orders of goods and services on the Site, which is governed by the terms and conditions established by the Company in its sole and absolute discretion. All information about such orders and the Customers are the sole and exclusive property of the Company.
5. LIMITED LICENSE RIGHTS
You agree to place one or more of the Links on the Affiliate Site. Links may contain logos, trademarks, service marks (collectively “Marks”). Pursuant to this Agreement, the Company grants you a limited, non-exclusive, non-transferable and revocable license to display the Links on the Affiliate Site, and nowhere else, subject to the terms and conditions of this Agreement. You may not use the Links or Marks for any other purpose without the Company’s express written consent; and you may not use or present the Links in any manner that suggests the endorsement of any other goods, services, persons or entities without the express written consent of the Company. In addition, you agree to not (a) acquire or attempt to acquire, register or attempt to register, make a claim to or in any way use domain names, trademarks, service marks, keywords, handles, screen names or any other forms of identification incorporating the Marks; or (b) not to use the Marks in a way that suggests that the source of the Affiliate Site is the Company.
All intellectual property rights in and to the Marks, and any goodwill generated by your use of the Marks shall inure solely to the benefit of the Company.
Upon suspension of this Agreement, the rights granted herein may, in the Company’s sole discretion, be suspended. Upon termination of this Agreement, the rights granted in this section shall automatically terminate.
6. PAY-PER-CLICK (“PPC”) RESTRICTIONS
Unless the Company first gives you written permission, you agree to abide by the following restrictions:
You may not bid on any of our restricted terms (defined below) for search or content-based campaigns on Google, Bing, Yahoo, Capterra, Facebook or any other such networks.
“Restricted Terms” is any of the following terms: ROAN Fragrances, ROAN, Roots of a Nomad, roanfragrances.com, ROAN Fragrances discount code, ROAN Fragrances discount, ROAN Fragrances promo code, ROAN Fragrances sale, ROAN Fragrances promo, ROAN Fragrances sales, ROAN Fragrances deals
You may not use our restricted terms, including any changes or misspellings above, in sequence with any other keywords.
You may not use our restricted terms as your title, ad copy, display name or display URL. You may not use any of our trademark terms as part of a domain or subdomain for our website.
You cannot direct links from any PPC advertisement to the site or use redirects that get the same result. Customers should be directed to a genuine page on your website. You cannot bid for any search term in any auction-style PPC advertising program in any way that looks more than us.
If you will automate your PPC campaigns, it is solely your responsibility to exclude the terms of your trademark from your marketing and related activities.
7. REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
(a) You are legally capable and authorized to enter into this Agreement; and, if you represent an entity, all actions necessary to authorize you to enter into this Agreement have been taken.
(b) You are the operator and have publishing rights to the Affiliate Site.
(c) The Affiliate Site does not and shall not:
(i) depict anyone less than eighteen (18) years of age;
(ii) contain any information which you know or reasonably should know is false;
(iii) infringe or otherwise violate any third-party right;
(iv) contain or transmit any apps or programs that are or can be installed or downloaded to a Customer’s computer or other device without the Customer’s express and knowing consent as to the exact nature, purpose and function of such apps or programs;
(v) not use the Company’s name or the Marks in any form of unsolicited communication including unsolicited email (spam)
(vi) conduct itself in an ethical manner and refer only bona fide New Customers to Company. You cannot “self-refer”, which means that the affiliate fees will only result in transactions done by other people using your link;
(vii) be identical, copied in any way, nor will it mirror the look and feel of our Site. Affiliate cannot in any way create an impression that its site is Company’s website or even mirror a part of Company’s website in any manner.
8. DISCLAIMERS
The Company makes no representations or warranties as to the Site. To the maximum extent of the law, the Company disclaims all representations, warranties, and conditions, express or implied, including the merchantability, fitness for particular purpose, title, and non-infringement. The Site is provided “as is”
9. CONFIDENTIALITY
You promise and agree to hold Confidential Information in strict confidence and in trust for the sole benefit of the Company, both during the term of this Agreement and at all times thereafter and shall not use such Confidential Information for any purpose, whether or not for consideration, business or personal, other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without the Company’s prior written consent. You shall not disclose any Confidential Information to any person or entity, other than to such of its employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and have executed agreements of confidentiality no less protective than this Agreement, without the Company’s prior written content. You shall use not less than the same degree of care it uses to protect its own Confidential Information, but in any event not less than a reasonable degree of care. For purposes of clarity, your obligations hereunder include taking all necessary to ensure that your affiliates, employees, contractors and agents and any other person or party who obtains Confidential Information from or as a result of provider abide by the terms of this section in their entirety.
10. NON EXCLUSITIVITY
This Agreement does not create an exclusive agreement between the Company and the Affiliate. Both parties have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
11. FTC ENDORSEMENT COMPLIANCE
It is the mission of Company to treat all our customers well. In line with this, we require all Affiliates to comply with applicable laws, regulations and guidelines regarding advertising and marketing, including without limitation, the Federal Trade Commission (FTC) Endorsement Guides, which requires disclosure of communications between advertisers and sponsors. This means that all of Affiliate’s materials (e.g. emails, websites, blogs) must clearly disclose the fact that you are receiving compensation for referred customers. Company reserves the right to withhold the Referral Fee and terminate the relationship if Affiliate does not comply with any of the foregoing guidelines or other FTC regulations or guidelines that we deem appropriate. Cakemail reserves the right to permanently withhold the Referral Fees and terminate this agreement if we determine, in our sole discretion, that you do not comply with any of the foregoing guidelines or other FTC regulations or guidelines that we deem appropriate.
12. TERMINATION
This Agreement may be terminated at any time per terms and conditions specified under ShareASale Terms and Conditions.
13. SEVERABILITY
In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
14. WAIVER
The failure by either Party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
15. GOVERNING LAW AND JURISDICTION
This Agreement, and any disputes, actions, claims, or causes of action arising out of or related to this Agreement, will be governed by the Federal Arbitration Act, applicable federal law, and the laws of the state of New York, excluding its conflicts of law rules. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, each Party shall have the right to institute an action in any court of competent jurisdiction for injunctive relief.
16. NO CLASS ACTION
Arbitration may only be conducted on an individual, not a class wide, basis. No arbitration proceeding between the Parties may be consolidated with any other arbitration proceeding involving Company and any other person or entity. Each Party shall file and prosecute arbitration proceedings separately and individually in the name of the respective Parties, and not in any representative capacity. Each Party hereby irrevocably waives and agrees not to assert any claim inconsistent with this Section. BY AGREEING TO THIS AGREEMENT, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT (i) TO A COURT TRIAL OR (ii) TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST COMPANY AND/OR RELATED THIRD PARTIES, EVEN IF ARBITRATION IS NOT REQUIRED UNDER THIS AGREEMENT.
17. LIMITATION LIABILITY
IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES INCLUDING BUT NOT LIMITED TO THE LOSS OF PROFITS OR BUSINESS OPPORTUNITY, EVEN IF WE HAD BEEN ADVISED OF SUCH POSSIBILITY.
IN NO EVENT SHALL THE LIABILITY OF THE COMPANY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID TO YOU BY THE COMPANY, THIS LIMITATION APPLIES TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.
For purposes of this section, any reference to the “Company” shall include the Company’s affiliates, officers, employees, principals, agents and contractors.
18. ENTIRE AGREEMENT
The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties, and supersedes all prior agreements related to the Program or any other commission-based program. Company may amend this Agreement from time to time based on changes to the Program, in which case the new Agreement will supersede prior versions. Company will notify Affiliate of any material changes affecting its rights through a notification within ShareASale and/or email referencing the latest version.
