Season Journals Publisher Services Agreement
Last Modified: June 18, 2024
OVERVIEW
Hi Season Journals affiliate partners! This Agreement (“Agreement”) governs the relationship between Season Journals (“Season Journals”, “we”, “us”, or “our”), and you (“Affiliate”, “you”, or “your”) with respect to the advertising service (the "Service") offered through Awin (the "Site" or “Marketplace”). For additional clarity, both an affiliate network of third-parties (an “Affiliate Network”) and any of such Affiliate Network’s affiliates (“Subaffiliates”) are an “Affiliate” under the terms of this Agreement. An Affiliate Network specifically agrees that it shall at all times ensure that its affiliates comply with the Agreement and that it shall be liable for the actions and omissions of its affiliates. Finally, Affiliate and Season Journals may also be individually referred to herein as "Party" and collectively as "Parties.”
Please read the entire agreement. Your participation in Season Journals affiliate program binds you to all the terms of this Agreement.
By participating in our affiliate programs, you agree to the terms of this Agreement and our Privacy Policy. If you participate in the Service on behalf of an entity, whether it is the company you work for directly or indirectly (this includes if you are an affiliate of another affiliate, for example), you agree that you have the authority to do so and are deemed to have accepted this Agreement on behalf of such entity.
WHAT YOU CAN EXPECT A SEASON JOURNALS AFFILIATE PARTNER
• Commission base, 10% of validated sales
• 30-day cookie window
• Last-click attribution model
• AOV over $60
• Monthly payouts
• Industry-leading reputation
• Regular promotions and opportunities to maximize potential sales
• Regular cadence of communication and support from a designated affiliate team
In consideration of the mutual covenants and agreements contained herein, the Parties, intending to be legally bound, hereby agree as follows:
LEGAL
1. Participation in Advertiser Programs.
a. Advertising Programs. Season Journals uses the Awin Platform for its affiliate marketing program. An affiliate marketing program ("Advertiser Program") is a campaign in which an Affiliate or its agent used one or more media channels, including websites (domain or portion of a domain within the Internet as may be accessed by URLs), social media pages, blogs, video channels, groups and/or subscription emails (each, an “Affiliate Medium”) to earn financial compensation ("Affiliate Fees") for sales generated ("Transactions") from such Affiliate Medium through a purchase made by a customer ("Customer") on the Site.
b. Season Journals Promotions. Season Journals may establish and offer Advertiser Programs in connection with Season Journals’ own promotional efforts.
c. Accessing Advertiser Programs. Affiliate may apply to Advertiser Programs for the opportunity to earn Affiliate Fees by promoting Season Journals and other Advertising Programs, as may be available from time to time, in accordance with the applicable Advertiser Program terms and this Agreement. Season Journals may at its sole discretion deny an Affiliate’s application to Advertiser Programs, terminate or suspend an Affiliate’s access to the Advertiser Programs or the Platform, or terminate this Agreement. If approved by Season Journals for acceptance into an Advertiser Program, Affiliate may use the Platform in accordance with the applicable terms of the Advertiser Program and this Agreement.
2. Affiliate Requirements and Restrictions.
a. Registration. To use the Site and Platform as an Affiliate, you must provide Season Journals with truthful, accurate and complete registration information, including information you provide concerning all Affiliate Mediums that you intend to use.
b. Multiple Accounts. Affiliates may not create multiple accounts on the Platform. For example, an Affiliate may not purchase on behalf of others products on the Site using more than one account on the Platform. Leveraging multiple accounts may result in the suspension of any and all accounts used by Affiliate.
c. Valid Information. Affiliate agrees to maintain and provide Season Journals with valid information about Affiliate and Affiliate's promotional methods, including account and contact information. Season Journals has the right to confirm and check the truth and accuracy of any Registration Information. If any Registration Information is determined by Awin or Season Journals to be missing, misleading, inaccurate, or untruthful, or in any way negatively impacts Season Journals, Season Journals may (i) suspend or terminate your account and your access and use of the Services, Platform and the Site; (ii) revise the terms of any EIO (for example, to disable and deny payment in connection with certain Affiliate Mediums or URLs); and (iii) clawback any benefits derived from your participation in any Advertiser Program, including the withholding or forfeiture (in whole or in part) of any Affiliate Fees.
d. Legal Compliance. Affiliate agrees that it shall comply with all laws and regulations and will not engage in spamming, unlawful mass emailing or any unapproved emailing or in any way fail to comply with the CAN SPAM Act of 2003, 15 U.S.C. 7701, et seq., as amended, or any comparable laws (including, but not limited to, the California version of CAN-SPAM), rules or regulations in any country from or to which Affiliate is accessing the Site, Platform or the Services or participating in any Advertiser Program, that govern email marketing and advertising. Affiliate agrees that it shall operate its Affiliate Mediums and publish Creative (defined below) in compliance with the Federal Trade Commission’s (“FTC”) guidance, including the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, and the FTC’s Enforcement Policy Statement Concerning Deceptively Formatted Advertisements and Native Advertising Guide for Businesses.
e. Personally Identifiable Information of Visitors. Affiliate represents and warrants that Affiliate will not enable the tracking code to collect personally identifiable information (including, but not limited to, email addresses) of Customers or potential Customers that would allow for the identification of such Customer or potential Customer.
f. Privacy Policies. You will ensure that any and all websites that are used by you in connection with your participation in any Advertiser Programs will feature an easy-to-understand privacy policy, linked, at a minimum, conspicuously from such website's home page, with a link that contains the word "Privacy", "Legal", "Terms" or similar language.
g. Standards. Affiliate represents and warrants that all promotional means utilized by Affiliate (including, but not limited to, communications sent or posted via the Affiliate Mediums) do not promote, advocate, facilitate or otherwise include any of the following: (i) hate speech or material that discriminates on the basis of race, ethnicity, gender, age, disability, religion or sexual orientation; (ii) investment, money-making opportunities or advice not permitted under law; (iii) violence or profanity; (iv) pornographic, obscene, sexually explicit or related content; (v) material that defames, abuses, is libelous, is tortuous or threatens physical harm to others; (vi) material that displays any telephone numbers, street addresses, last names, URLs, e-mail addresses, any confidential information or any other personally identifiable information of any third person; (vii) material that impersonates any person or entity; (viii) any indication that any statements you make are endorsed by Season Journals and/or a Partner, without Season Journals’ and Partner's express prior written consent; (ix) promotion of illegal substances or activities (e.g., illegal narcotics, how to build a bomb, counterfeiting money); (x); content which is inappropriate or harmful to children; (xi) promotion of terrorism or terrorist-related activities, sedition or similar activities; (xii) software pirating (e.g., warez, hotline); (xiii) hacking or phreaking; (xiv) any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xv) any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. "spamware"), services that send unsolicited advertisements, programs designed to initiate "denial of service" attacks, mail bomb programs and programs designed to gain unauthorized access to networks or servers on the Internet; (xvi) any software, product or service that harvests or collects the personal information of Internet users, whether or not for commercial purposes, without the express consent of such users; (xvii) any spoofing, redirecting or trafficking from other websites in an effort to gain traffic; (xviii) any content that infringes upon the intellectual property rights of any third party or any other right including, without limitation, false advertising, unfair competition, invasion of rights of publicity or privacy; (xix) any material that violates CAN-SPAM or any similar or comparable laws in any other country or jurisdiction in which you operate; (xx) any illegal activity whatsoever (including any violations of U.S. state or federal law or regulation, Canadian provincial or federal law or the laws of any other country or jurisdiction in which you operate); or (xxi) in any way disparage Season Journals or its Partners. Season Journals may review Affiliate information, conduct and any suspected fraudulent, abusive or otherwise illegal content or activity. Any validated breach of this Section 2 is grounds for immediate termination of this Agreement, and forfeit of Affiliate Fees.
h. Promotional Method Restrictions.
(i) Intellectual Property Rights. Affiliate represents and warrants that its promotional activities will not infringe on Season Journals or its Partner's intellectual property rights, including but not limited to copyright and trademark rights. Affiliate shall not create or use any Affiliate Mediums on behalf of Season Journals that use the Season Journals or Partner’s trademark(s), brands, or brand elements, without Season Journals’ written permission. Affiliate may use Season Journals name to describe the products sold by Season Journals in a factual manner.
(ii) Restricted Names. Affiliate shall not use Season Journals name, or any variation thereof (the “Restricted Names”), in any manner not expressly authorized by this Agreement. To be clear, Affiliate may NOT purchase domain names that have the Restricted Names, variations thereof, or misspellings in them; Affiliate may NOT use the Restricted Names, or any variation thereof, in hidden text or source code.
(iii) Email Marketing. Affiliate shall not use cold emailing or spamming for any marketing campaigns associated with an Advertiser Program, unless user consent was given pursuant to applicable privacy laws such as CAN-SPAM.
(iv) Coupon code. Affiliate shall not promote with a coupon code that has not been assigned to Affiliate on the Platform.
3. Affiliate Fees.
a. Payment of Affiliate Fees.
Payout. Subject to other provisions in this Agreement and unless otherwise stated in an EIO, all tracking and payment processing facilities in relation to the tracking of Transactions and Affiliate Fees shall be provided through Awin. Awin shall aggregate payments due from Season Journals to the Affiliate and make payments to the Affiliate in accordance with the payout rate agreed to in each EIO. Season Journals shall have no obligation to make payment of any Affiliate Fees in connection with Transactions for which all payment due Season Journals has not been finalized or “cleared.” All Affiliate Fees will be paid in US Dollars ($US).
4. Confidentiality and Early Access Information. Each Party will take commercially reasonable actions designed to protect the Confidential Information of the other Party from misappropriation and unauthorized use or disclosure, and at a minimum, will take precautions at least as great as those taken to protect its own confidential information of a similar nature.
Select Affiliates may be provided with information prior to the disclosure to other Season Journals Affiliates (“Early Access Information”). Affiliates who receive Early Access Information shall not disclose it to any third party until and unless such Early Access Information becomes publicly available without breach of this Agreement. Disclosure of Early Access Information by an Affiliate in violation of this Agreement is grounds for immediate termination of Affiliate’s account and this Agreement.
5. Restrictions. Season Journals restricts the following actions from Affiliate:
- Promoting with a coupon code that Season Journals has not authorized Affililate to use.
- Promoting products in ways that competes, or interferes, with Season Journals marketing efforts or are misleading to consumers.
- Promoting with creative that is against brand guidelines or is outside of approved logos and creative in the resources of Awin dashboard.
- Suggesting in your ad copy that it is coming from Season Journals.
- Targeting audiences of current or past Season Journals customers, including through Season Journals email lists or social groups or pages on platforms such as Facebook, Instagram, TikTok, Twitter, Reddit, Quora, and LinkedIn.
6. Notices. Except as provided elsewhere herein, Affiliate must send all notices relating to this Agreement in writing via email to annette@seasonjournals.com. All notices from Season Journals shall be sent to the email address submitted by you when you signed up for the Service.
7. Term. The Agreement shall commence upon Season Journals acceptance of your Affiliate application and remain in effect until terminated as set forth in this Agreement. Each individual EIO shall continue until the earlier of: (a) an Affiliate terminating the EIO using the Platform interface; (b) Season Journals terminating an EIO for any or no reason; (c) either Party terminating this Agreement or an EIO for breach by the other Party; (d) a Party terminating an EIO during the ‘Change Notification Period’ if the Party does not agree to the other Party’s proposed changes; (e) the date of expiration specified in the EIO; (f) Awin’s removal of Affiliate or termination of the EIO; (g) termination of the agreement between Season Journals and Awin; or (h) Affiliate’s being no longer eligible to use the Platform.
8. Termination. Either party may terminate this Agreement or an EIO at any time. On the expiration or earlier termination of each EIO:
a. Affiliate shall refund Season Journals any monies in relation to unfulfilled obligations that Season Journals has paid the Affiliate in advance in relation to an EIO;
b. Season Journals shall remain obligated to compensate Affiliate for Affiliate Fees earned prior to expiration or termination of the EIO; notwithstanding the foregoing, Season Journals shall have not obligation to compensate Affiliate for Improper Fees;
c. Affiliate agrees to immediately remove from its Affiliate Mediums any and all Creatives, code or other intellectual property made available to Affiliate in connection with its performance under the Agreement;
d. Any licenses and grants made to Affiliate in connection with Creative shall terminate; and
e. each Party shall either destroy or promptly return to the other Party all copies in whatever medium of other’s Confidential Information.
9. Representations and Warranties. You represent and warrant that you are duly authorized to enter into this Agreement.
10. Indemnification. Affiliate shall indemnify, defend and hold harmless, Season Journals and its respective parents, subsidiaries and affiliates, and each of their respective directors, officers, employees, agents, successors and assigns against any third-party claim, suit, action, judgment, allegations, or lawsuits ("Claims"), for any damages, fines, penalties, deficiencies, losses, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees, costs related to in-house counsel time, court costs and witness fees) (collectively "Losses") or any threatened Losses arising from or in connection with (i) Affiliate's breach of this Agreement; (ii) Affiliate’s intentional acts or omissions; or (iii) for Claims of product liability.
11. Jurisdiction and Venue. The Agreement shall be construed, governed and enforced under and in accordance with the internal laws of the state of Ohio. Any and all disputes or controversies whether of law or fact of any nature whatsoever arising from or with respect to this Agreement shall be decided by arbitration by the American Arbitration Association ("Arbitrator"), in accordance with the rules and regulations of that Arbitrator. Arbitration shall take place in Columbus, Ohio.
12. Force Majeure. Season Journals shall not be liable to Affiliate by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of Season Journals.
13. Relationship of the Parties. In making and performing this Agreement, the Parties are acting and shall act as independent contractors, and neither party is, nor will be deemed to be, an agent, legal representative, joint venturer or partner of the other party for any purpose.
14. Entire Agreement; Conflicting Terms. This Agreement and the EIOs constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous, negotiations, representations, agreements or understandings with respect thereto, whether written or oral. In the event the terms of this Agreement conflict with the terms of any agreement between you and Awin, the terms of this Agreement shall govern.
15. Electronic Signatures. You acknowledge and agree that by applying or accepting an offer for partnership through the Awin Platform, you are submitting a legally binding electronic signature and are entering into a legally binding contract. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE PLATFORM. Further, you hereby waive any rights or requirements under any applicable statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of nonelectronic records, or to payments or the granting of credits by other than electronic means.
16. Changes. Season Journals reserves the right to make changes to the Site, Service, Platform, and this Agreement at any time. A revised version of the Agreement shall become effective after 30 days of being posted on the Site or Platform. Following such 30 day period, your continued use of the Site, Platform, or Service after any such revision shall constitute your consent to such revision.
17. Support. Support for affiliate program and brand at large is available by contacting Season Journals at hello@seasonjournals.com.
