Kerri Rosenthal

KERRI ROSENTHAL AFFILIATE MARKETING PROGRAM AGREEMENT. Please read our affiliate terms and conditions carefully before you join our program or begin marketing our program.  By clicking "I accept" or by participating in the Program, you represent that you have read, fully understand and agree to the terms of this Agreement with Kerri Rosenthal. In addition, if this Agreement is being executed on behalf of a legal entity, you represent and warrant that you are authorized to legally bind that entity to this Agreement. Each Affiliate is responsible for assuring that its employees, agents and contractors comply with these terms and conditions. Affiliate terms and conditions are subject to change. If you do not agree to these terms, do not participate in the Program. 1. DefinitionsAs used in these terms and conditions: (i) “We”, “us”, “our” or “Kerri Rosenthal” refers to Kerri Rosenthal and our website; (ii) “you” or “your” refers to the Affiliate; (iii) “our website” refers to the Kerri Rosenthal properties located at www.KerriRosenthal.com; (iv) “your website” refers to any websites that you will link to our website; (v) “Program” refers to the Kerri Rosenthal Affiliate Program. 2. Enrollment In order to apply for enrollment into this Program, you must first sign up as an affiliate of Awin.com, Inc., a corporation ("Awin.com") and you must agree to Awin.com's Affiliate Service Agreement (the "Awin.com Agreement"), the terms of which are hereby incorporated by reference. You may apply to participate in the Program by providing all the information required by Awin.com in connection with becoming an Awin.com affiliate and by accepting the terms of this Agreement. After receiving your application, we will review your website and notify you of your acceptance or rejection into our Program. We reserve the right to accept or reject your application in our sole discretion; however, we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision. If your application is accepted, you may obtain such discounts and affiliate commissions as are offered pursuant to this Program for so long as this Agreement is not terminated. 3. Website Restrictions: Your participating website(s) ("Your Website") may not: a)Infringe on our or any anyone else's intellectual property, publicity, privacy or other rights.b)Violate any law, rule or regulation.c)Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography or sexually explicit materials.d)Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.e)Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.f)Mislead customers as to the products or services available on Your Website or on the Kerri Rosenthal website, located at www.KerriRosenthal.com (the "Kerri Rosenthal Site").g)Post non-Kerri Rosenthal advertising or marketing links or content, except as specifically allowed by this Agreement.h)Use of any of our Trademarks as part of the domain or sub-domain. For example KerriRosenthal.website.com or www.KerriRosenthal-coupons.com for Your Website is strictly prohibited.4. Linking to your website Upon acceptance into the Program, links will be made available to you through the Awin.com affiliate website. Your acceptance in our Program means you agree to abide by the following:a)You will only use linking code obtained from the Awin.com affiliate website without manipulation.b)All domains that use your affiliate link must be listed in your affiliate profile on the Awin.com affiliate website.c)Affiliates may not advertise our products on websites that they do not own, including, for instance, Bing Product Search, Bing brand adwords, Google Product Search, Google Adwords, Amazon, eBay or any comparison shopping engines such as Shopzilla or Pricegabber.d)Your Website will not in any way copy, resemble, or mirror the look and feel of the Kerri Rosenthal Site. You will also not use any means to create the impression that Your Website is the Kerri Rosenthal Site or any part of the Kerri Rosenthal Site, including, without limitation, framing the Kerri Rosenthal Site in any manner.e)You may not engage in cookie stuffing or include pop-ups, false or misleading links on Your Website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating). f)You may not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain.g)You may not create any links that lead the customer to a destination site that is not clearly suggested by the content of the starting site.h)You may not create affiliate tracking links that also contain a tracking link for other referral programs ("Other Referral Programs"). Affiliates are permitted to participate in either the Program or Other Referral Programs but individual links must be specific and exclusive to one of the programs. By participating in this Program, you agree not to claim commission or credit from both the Program and from our Other Referral Programs for the same user.i)You may not use your affiliate links to claim commissions for your own purchases on KerriRosenthal.com.5. Pay-Per-Click ("PPC") Guidelines: If you are enrolled in this Program and participate in PPC advertising, you must adhere to our PPC guidelines as follows:a)You may not bid on any of our Trademarks, as defined in Section 6, including any variations or misspellings thereof, for search or content-based campaigns on Google, Bing, Facebook, Instagram, TikTok, Pinterest, 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 Kerri Rosenthal 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 Kerri Rosenthal 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. We have a strict no-tolerance policy on PPC trademark bidding. You will forfeit, at minimum, all commissions from the past 30 days, and your commission will be set to 0% without warning if you engage in PPC bidding that uses our Trademarked Terms. We reserve the right to add additional terms to our Trademarked Terms at any time, and this Agreement applies to the use of any such additional Trademarked Terms.6. Trademarks Upon acceptance into the Program, Kerri Rosenthal grants you a limited, non-exclusive, revocable, royalty-free right to use the Trademarks of Kerri Rosenthal 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 Kerri Rosenthal and you other than your participation in the Program, and (b) harm or adversely affect the Trademarks or the goodwill associated with the Trademarks. Except for the limited license provided in this Agreement, Kerri Rosenthal 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 Kerri Rosenthal. 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 "Kerri Rosenthal," and “KerriRosenthal.com,” and the Kerri Rosenthal logos and such other names, logos, trade names, trademarks, service marks, trade dress, design marks, brands, copyrights in any designs and other copyrightable subject matter, and other product identifiers of Kerri Rosenthal as Kerri Rosenthal may from time to time notify you to be Trademarks within the meaning of this Agreement.7. Coupon GuidelinesIf you are enrolled in our Program and Your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:a)You may ONLY advertise coupon codes that are provided to you through the Program or that are displayed on the Kerri Rosenthal Site or our Affiliate Network, (i.e. Awin) or that are displayed on our public website(s). b)You may ONLY display coupons in their entirety with the full offer, valid expiration date and code.c)You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other advertising campaign.d)You may NOT give the appearance that any ongoing offer requires clicking from Your Website in order to redeem. For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from Your Website to get this deal.Additionally, if (a) Your Website ranks on the first page of Google ad results for terms related to Kerri Rosenthal combined with the words coupon, coupons, coupon code, promo code, or any similar term and (b) your conversion rate exceeds 25%, then you will be entitled to a lower commission than our standard rate to offset the reduced profitability of orders.8. Domain NamesUse of any of our Trademarks as part of the domain or sub-domain (for example KerriRosenthal.website.com or www.KerriRosenthal-coupons.com) for Your Website is strictly prohibited.9. Advertising & PublicityUpon acceptance into the Program, Kerri Rosenthal grants to you a nonexclusive, nontransferable license (the "License") to use certain banner advertisements, button links, text links, and/or other graphic or textual material (the "Content") for display and use on Your Website. The term of the License shall expire upon the expiration or termination of this Agreement. You may not subcontract, assign, resell, lease, or sublicense any part of your participation in the Program or run a sub-affiliate program. Kerri Rosenthal may make Content available to you to display and use on Your Website provided that the manner of display complies with the following requirements:a)You may only use the Content to promote the Kerri Rosenthal (and the products available thereon), and for linking to the Kerri Rosenthal.b)You shall use only such links to the Kerri Rosenthal as are provided to you by Kerri Rosenthal.c)You shall not alter, add to, subtract from, or otherwise modify the Content as they are prepared by Kerri Rosenthal without consent from Kerri Rosenthal. If you wish to alter or otherwise modify the Content, you must obtain prior written consent from Kerri Rosenthal for such alteration of modification.d)You shall not use the Content to promote the Kerri Rosenthal Site (and the products available thereon) to customers who are not physically located areas we don't ship to.e)You shall not create, publish, distribute, or print any written materials that make reference to our Program unless you adhere to the following:1.Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) and any applicable state laws with respect to the distribution of any written materials.2.E-mails must be sent on your behalf and must not imply that the e-mail is being sent on behalf of Kerri Rosenthal.3.E-mails and any related written materials must first be submitted to Kerri Rosenthal for approval prior to being sent or Kerri Rosenthal must be sent a copy of the e-mail.10. Reversal & Communication PolicyKerri Rosenthal takes pride in its very low reversal rate, which we attribute to open communication with our affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in this Agreement. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.a)You are not forthcoming, intentionally vague or are found to be lying.b)You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.c)You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.If any of the above applies, then we reserve the right to reverse orders, set your commission to 0% or suspend you from the Program for the period or orders in question. We know that many violations are a result of automated processes; however it is incumbent upon you to ensure that you have the appropriate checks and balances in place to pro-actively address these issues and adhere to our Program rules.11. Intellectual PropertyKerri Rosenthal retains all right, title, ownership, and interest in the Content and Trademarks, including any and all copyright, trademark, or other intellectual property rights therein. Nothing in this Agreement shall be construed to grant you any right, title, or ownership in the Content, or in the underlying intellectual property, other than the right to use the Content in accordance with the License, as set forth in Section 9.12. Relationship of Parties: This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Kerri Rosenthal and you. You shall provide services for as an independent contractor. You shall have no authority to bind to any agreement, nor shall you be considered to be an agent of in any respect.13. Affiliate CommissionsUpon acceptance into the Program, you will be eligible to receive an affiliate commission (the "Commission") for the successful completion of Eligible Purchases. An "Eligible Purchase" occurs when a customer (not you) clicks through the link (supplied by Kerri Rosenthal to you) to the Kerri Rosenthal Site and successfully completes a purchase for which Kerri Rosenthal receives and retains payment. To be an Eligible Purchase, the sale must be completed by a customer that is physically located in the United States. The current rates of Commission shall be set forth in your Awin.com affiliate program located on the Awin.com affiliate website. Kerri Rosenthal reserves the right to modify the Commission rate from time to time, in its sole discretion. Kerri Rosenthal is responsible for authorizing Commission payments and Awin.com will be solely responsible for fulfilling and transferring all Commission payments in accordance with the Awin.com Agreement. Kerri Rosenthal will be entitled to withhold, deduct and set off from any payments to be made to you hereunder any sums owed by you to Kerri Rosenthal, whether in connection with this Agreement (including any breach hereof by you) or otherwise.14. Limitation of LiabilityYOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL KERRI ROSENTHAL AND OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, MEMBERS, DIRECTORS AND LICENSORS (THE “KERRI ROSENTHAL PARTIES”) BE LIABLE TO YOU UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS OR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF THE KERRI ROSENTHAL PARTIES TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR 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. KERRI ROSENTHAL DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF PARTICIPATION IN THE PROGRAM. ALL PRODUCTS, PROGRAMS AND CONTENT HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH KERRI ROSENTHAL WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. KERRI ROSENTHAL DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY LAW), REGARDING THE PRODUCTS, PROGRAMS AND CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE PRODUCTS, PROGRAMS AND CONTENT SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF KERRI ROSENTHAL WHATSOEVER.THE KERRI ROSENTHAL PARTIES WILL HAVE NO LIABILITY FOR ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, FINES, PENALTIES, COSTS AND EXPENSES RELATING TO (A) YOUR WEBSITE OR ANY DATA, CONTENT OR MATERIALS THAT APPEAR ON YOUR WEBSITE; (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION OR MARKETING OF YOUR WEBSITE; (C) YOUR USE OF ANY CONTENT; AND (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT.15. IndemnificationYou agree to defend,  indemnify and hold harmless Kerri Rosenthal and our affiliates, managers, officers, employees, agents, partners, members, directors and licensors (“Indemnities”) from and against any claims, actions, damages, or other costs or demands (a “Claim”), including without limitation reasonable attorney’s and accounting fees and legal costs, alleging or resulting in any way from your participation in the program, from any activity arising in connection with your use of our website or service offerings, or your breach of this Agreement. We shall provide notice to you promptly of any such Claim. You shall also indemnify and hold harmless the Indemnities from any damage, loss or other cost arising out of the use or misuse by you of the Trademarks or Content.16. ConfidentialityThe parties acknowledge and agree that the release or unauthorized use or disclosure of the terms of this Agreement or any proprietary or confidential information of another party, will have a detrimental effect on the other parties hereto.  Accordingly, each party agrees to keep confidential and not to disclose the terms of this Agreement or any proprietary or confidential information disclosed to or learned by it during the Term of this Agreement or the negotiations leading to its execution, including proposals, financial information, plans with respect to advertising, marketing, sales, and any other proprietary, non-public, or confidential information relating to the business of the other party, provided that each party may disclose such terms and information to their respective affiliates and related companies, accountants, and legal, financial, and marketing advisers, provided that such entities/persons agree to treat such terms and information as confidential.  In no event will confidential information be deemed to include information or materials that are in the public domain at the time of disclosure (through no fault of the disclosing party), are discovered independently and lawfully by a party, or when necessary to be used by a party in judicial or other legal proceedings involving the parties (but such disclosing party must provide advance written notice thereof so that a protective order or similar protection can be obtained or agreed upon).17. TerminationYour participation in the Program shall begin upon your acceptance as an affiliate by Kerri Rosenthal and shall end when terminated by either party. Either party may terminate such status at any time, with or without cause. Upon termination, all licenses granted to you pursuant to the Program shall cease and you shall use best efforts to immediately remove all codes and links, references on Your Website regarding Kerri Rosenthal, and cease any and all use of Content, Trademarks or any other trade or service marks, trade names or any other items received through or used in connection with such Program. Subject to Section 14, upon the termination of your participation in the Program for any reason, you will be entitled to receive Commissions only on Eligible Purchases that occurred prior to such termination. Kerri Rosenthal reserves the right to terminate the Program at any time upon notice to you. 18. Compliance With Laws In connection with your participation in this Program, you will comply with all applicable laws, rules, and regulations, including but not limited to the following laws, rules, and regulations governing marketing and promotions: a)The CAN-SPAM Act of 2003b)Section 5 of the FTC Actc)The FTC's disclosure rules regarding endorsements19. FTC Disclosure Requirements To comply with the FTC's disclosure rules regarding endorsements, you shall include a disclosure statement within any and all pages/posts where affiliate links for the Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from our designated affiliate management team for review, this also must be clearly stated in your disclosure.20. ModificationWe may modify these terms and conditions at any time, at our sole discretion. If you disagree with any modification, your only recourse is to terminate this Agreement. You agree that, if you continue to participate in the Program following a posted modification, your continued participation constitutes binding acceptance of the modified term.21. Governing Law; Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to conflict of law principles. To the extent that any lawsuit is permitted under this Agreement and is not adjudicated in arbitration, the parties hereby submit to the personal jurisdiction of, and agree that any legal proceeding with respect to or arising under this Agreement shall be brought solely in the state courts of Nebraska. Notwithstanding anything to the contrary in this Agreement, Kerri Rosenthal may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Kerri Rosenthal or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our intellectual property and proprietary rights are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages. In the event of litigation to enforce any provision of this Agreement, the prevailing party will be entitled to recover from the other party its costs and fees, including reasonable legal fees. 22. Social Media Promotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:a)You ARE allowed to promote offers to your own lists; more specifically, you’re welcome to use your affiliate links on your own Facebook, Instagram, TikTok, Pinterest, etc. pages. For example: You may post, “25% off sale at Kerri Rosenthal through Wednesday with code SAVE25.”b)You are PROHIBITED from posting your affiliate links on Kerri Rosenthal's Facebook, Instagram, TikTok, Pinterest, etc., company pages in an attempt to turn those links into affiliate sales. 23. Only the select following product categories are valid for commission: Kerri Rosenthal Sweatshirts, Pants, Tees, Shirts, Dresses, Skirts, Jackets, Sweaters, Cardigans, Dusters, Tank Tops, Tops, Baseball Caps, Totes, Scarves, Gloves, Art Prints, Wallpaper and Pillows.  Product Exclusions: Gift Cards, Original Art, Freight, Gift Wrap, Custom Products, Custom Framing, Books, Cosmetics, Jewelry, Belts, Scents, Jeans, Red Card Tokyo, AMO, Marco Ferrini, FREIGHT, Dylan James, Bunny Shapiro, Vote Love Collection, Beauty is Love Collection, Bobbi Brown Collection, Collaboration Products, Carbon38, Canyon Ranch, Soul Cycle, all 3rd party products and any product not listed in the valid for commission is excluded from commission 24. General a)Updating Agreement. Kerri Rosenthal may update the terms of this Agreement from time to time by publishing a new version on our website or by sending notice of any modifications to you by email to the email address associated with your affiliate account. By continuing to participate in the Affiliate Program following the posting of any change notice, you agree to be bound by this Agreement, as amended, by any such change notice, and hereby represent and warrant that you will remain in compliance with this Agreement, as amended.b)Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.c)Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of Kerri Rosenthal, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.d)Nonwaiver. Any failure by Kerri Rosenthal to insist upon or enforce performance by you of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and remain in full force and effect. e)Relation to Other Agreements. In the event of any conflict or inconsistency between this Agreement and the Awin.com Agreement, the provisions of this Agreement shall prevail. f)Entire Agreement. This Agreement sets forth our entire agreement with respect to your participation in the Program.In addition, if this Agreement is being executed on behalf of a legal entity, you represent and warrant that you are authorized to legally bind that entity to this Agreement. Each Affiliate is responsible for assuring that its employees, agents and contractors comply with these terms and conditions. Affiliate terms and conditions are subject to change. If you do not agree to these terms, do not participate in the Program.