Tailor Brands Affiliate Terms of Service
Last Update: June 5th 2015
Tailor Brands Affiliate Program Terms of Service (“Affiliate TOS”), which are set forth here, are a legally binding agreement between Tailor Brands Ltd. (“Tailor” or “Us”) and the Affiliate of the Tailor Brands Affiliate Program (“Affiliate” or “You”) and in relation to Tailor Brands Affiliate Program (“Affiliate Program”).
As an Affiliate, You wish to promote Tailor’s Website (“Tailor’s Website”) through your website (“Affiliate Website”) in return for commission that will be determined and distributed as described below.
The Affiliate TOS apply to both application and participation in the Affiliate Program, Please ensure you have read and understood the Affiliate TOS before enrolling in Tailor’s Affiliate Program. By applying or participating in Tailor’s Affiliate Program you indicate your acceptance of Tailor’s Affiliate TOS. Tailor’s Affiliate TOS shall be deemed accepted by continued participation in the Affiliate Program or submission of an application to participate in the Affiliate Program.
We may make changes to these Terms. When we do, we’ll make a new copy of the Terms available on our website and/or via the Affiliate Networks and/or via email. "Last Update" date at the top of Terms will be updated after any change. If an Affiliate continues to participate in the Affiliate Program after the date on which the Terms have changed, he has affirmatively accepted the updated Terms. If an Affiliate decide to leave the Program following any changes, the only solution is to terminate their participation in the Program via the Affiliate Networks or in writing by email.
1. Applying
1.1. You must be of legal age to form a binding contract with Tailor under the laws of the country in which you are resident in order to apply or participate in the Affiliate Program.
1.2. In order to become an Affiliate you must submit a complete application via the ShareaSale, Tailor’s Affiliate Network Provider.
1.3. Tailor may reject any application if determined, in Tailor’s sole and absolute discretion, that the application or related website is unsuitable for the Affiliate Program. The Affiliate Network Provider, and/or Tailor, will evaluate and notify the potential Affiliate of their acceptance or rejection to the Program.
1.4. Unsuitable sites include, without limitation those which:
1.4.1. Contain sexually explicit materials; and/or
1.4.2. Contain hate/violent/offensive content; and/or
1.4.3. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; and/or
1.4.4. Contain sexually explicit materials; and/or
1.4.5. Violate any intellectual property rights of Tailor or any third parties, including, without limitation, scraping text or images from Tailor’s Website; and/or
1.4.6. Promote illegal activities or otherwise violate any applicable laws, including without limitation: (i) Violate any intellectual property rights of Tailor or any third parties, including, without limitation, scraping text or images from the Website or (ii) viruses, Trojan horses, worms, time-bobs, keystroke loggers, spyware, adware or any other harmful programs.
1.5. If either the Affiliate Network Provider or Tailor rejects the application, potential Affiliates may, subject to the terms of its agreement with the Affiliate Network Provider, re-apply to the Affiliate Program at any time. If Tailor and the Affiliate Network Provider accepts your application and your site is thereafter determined, at Tailor’s sole discretion, to be unsuitable for the Program, Tailor may terminate this Agreement and thus your participation in the Program.
1.6. As Affiliates, you are permitted to open more than one Affiliate account on the Affiliate Program, however commission on sales will only be rewarded on a “last click” basis to the account delivering the last click resulting in a sale.
2. Participating
2.1. Your Website
2.1.1. The Affiliate shall ensure that throughout the Term of his participation the Affiliate Program the Affiliate Website is live and operational; resolves at a top-level domain (Such as; www.name.com) that has been notified by you to the Affiliate Network; complies with all terms and conditions, and guidelines issued by Tailor Brands including those contained in these Terms; delivers a high quality experience to visitors;
2.1.2. Tailor Brands may in its sole discretion monitor, or request that the Affiliate Network monitor, your Web Site and shall notify you of any aspect of your Web Site that Tailor Brands reasonably considers to be unacceptable or out of date. You shall change your Web Site to remove any such unacceptable, or update any out of date aspect as soon as reasonably practicable and in any event, no later than 14 days after being notified by Tailor Brands.
2.1.3. Tailor Brands may track and/or use information in respect of your Web Site (name, URL, traffic counts or similar) for analytics usage or publicity and marketing materials.
2.1.4. Tailor and/or the Affiliate Network will perform ad hoc checks from time to time of your Web Site to ensure that you are complying with all the terms of these Terms.
2.2. Tailor’s Promotional Materials
2.2.1. The Affiliate agrees to cooperate fully with Tailor in utilizing and maintaining banners, links and other promotional tools supplied by Tailor or by the Affiliate Network on Tailor’s behalf (“Promotional Material”).
2.2.2. The Affiliate agrees to not in any way alter or remove any part of the code provided for the banners, links and other promotional tools (including the tracking codes therein).
2.2.3. The Affiliate agrees to not in any way alter the graphical or textual images that are provided by Tailor or by Affiliate Network Provider on the Tailor’s behalf.
2.2.4. The Affiliate agrees to display such graphic and/or textual images prominently in relevant sections of Affiliate’s Website.
2.2.5. The Affiliate agree not to copy or resemble the "look and feel" or layout of the Tailor Web Site or otherwise represent to users that your Web Site is representing the Website and/or Business; and or misrepresent or embellish the relationship between you and the Tailor; and or suggest that the Tailor endorses any products or services other than its own.
2.3. Ads, Keywords & SEO
2.3.1. The Affiliate is responsible to seek the advice of Tailor if there is uncertainty or doubt about what it is permitted or not permitted to do, pursuant to these Terms.
2.3.2. Affiliate may not utilize Tailor trademarks and/or variations or misspells of Tailor or TailorBrands in URLs. This includes, but is not limited to, the following search engines: Google, Bing, and Yahoo
2.3.3. Affiliate agrees not purchase any domains that include any variation or misspelling of Tailor and/or Tailor Brands and shall NOT bid on any keywords or keyword phrases that include any variation or misspell of Tailor and/or TailorBrands, including but not limited to any keywords containing “Tailor” and/or “TailorBrands”, in any format in any pay per click (PPC) search engine.
2.3.4. Affiliates agrees to not use “branded term + generic terms” to gain listings on any directories, search engines or any other kind of online database, including without limitation to Google & Bing,
2.3.5. Affiliate agrees to not bid on any of Tailor’s competitor’s brand terms to direct traffic to Tailor’s Website. Tailor’s competitors include, but are not limited to: 99designs, designcrowd, fiverr, freelogodesign.
2.3.6. Affiliate shall make themselvesacquainted with the risks of Google extended/expanded broad match functionality and that Tailor strongly recommends that the Affiliate include the term “Tailor” and “Tailor Brands” as negative keywords on all campaigns, in order to negate the risk of appearing on Tailor branded terms.
2.3.7. All clicks from Affiliate ad campaigns must first land on the Affiliate’s Website. Clicks must not land directly on www.tailorbrands.com. We do not permit the use of overlays and masked URLs.
2.3.8. Affiliate shall not set up any page redirects from any page on the Affiliate Website or network of websites so that the page goes directly to www.tailorbrands.com.
2.3.9. Affiliates shall not place any banners or links within unsolicited emails, unauthorized newsgroup postings, chat rooms or through the use of "bots". Traffic generated illegally will not be commissionable.
2.3.10. Affiliates are not permitted to bid on or use any Tailor’s trademarks to gain preferential listings on search engines or directories or any other kind of online database. The Affiliate acknowledges that it is aware that Tailor continually monitors search engine activity.
2.4. Misc
2.4.1. Affiliate agrees to only engage in advertising & marketing efforts that do not violate any law and which reflect positively upon the business reputation of Tailor’s brand.
2.4.2. Affiliate agrees to not create any social network profiles or domains, blog domains, profile names or display name containing “Tailor”, “Tailor Brands” or any variation, including but not limited to Tailor Logos, Tailor Ltd., Tailor Design, Tailor HQ, or TailorBrands.com. If the affiliate is operating within social environments he agrees to only communicate under his Affiliate names so that is clear that they are not misrepresenting themselves as Tailor and so that customers understand they operate separately to Tailor.
2.4.3. The Affiliate agrees to refrain from using Twitter hash tags when posting comments that could be interpreted as negative to Tailor.
2.4.4. If affiliates post on an existing community website with reference to Tailor, they must be open to community members that they are an affiliate for Tailor
2.4.5. If an affiliate receives any complaints from their users regarding Tailor services, they agree to forward the complaint via email to Tailor within 48 hours. And should not respond themselves to the user.
2.4.6. Tailor does not condone or endorse Spam. Any Affiliates found to be actively engaged in Spam activities will be removed from the Program. Commission will not be payable where it results from or is connected to spam activity. Further more Affiliates agrees to not conduct unauthorized Email Direct Marketing (“EDM”) communications advertising Tailor. Classification of EDM communications that is not permitted includes without limitation, unsolicited email (spam), spamvertising and spoofing.
2.4.7. Affiliate is only entitled to receive Commission stated in clause 3. Affiliate acknowledges that he shall not be entitled to any additional payments and shall bear all expenses incurred by it in connection with the advertising, marketing and promotion of Tailor’s products and services to Affiliate’s customers in accordance with the Tailor’s Affiliate Program. By participating in the Affiliate Program, Affiliate agrees to follow all applicable regulations and employ best practices in all marketing email communications. Affiliate acknowledges that subscribers and customers may incur expenses in dealing with Spam-generated mail, and that Tailor may potentially incur legal penalties as a result of unauthorized email communications and in such event expenses will be payable by the Affiliate. Tailor shall determine such amounts in good faith, such determination will be deemed accepted by Affiliate, and such amount will be collectable by law as a debt owing to Tailor, following Tailor’s demand for payment of such amount by the Affiliate.
2.4.8. Affiliate acknowledges that any commission generated using vouchercode directory may be declined. In the event that Tailor does release coupons, the Affiliate agrees to only use codes that have been specifically approved for Affiliates, and to not use a “click to reveal” when there is no valid code present, or use only to show deals, offers or sales instead of vouchers, is not permitted. In addition, The Affiliate must not feature coupon, voucher or promotion codes outside of the stated promotional period.
3. Getting Paid
3.1. Commission will be paid in accordance with the terms of your agreement with the Affiliate Network Provider and these Terms provided that if there is any inconsistency or conflict between these Terms and the terms of your agreement with the Affiliate Network Provider, these Terms will prevail.
3.2. Tailor has the right to determine the rate of commission payable and the terms on which it is payable, in its absolute discretion. Tailor shall notify the Affiliate of the rate of commission payable via the Affiliate Network Provider’s website; and/or email to the Affiliate; and/or listed on Tailor’s Website.
3.3. Tailor shall not be responsible or liable to Affiliate for any liability arising from the Affiliate Network Provider’s actions. The Affiliate shall receive commissions payable in accordance with these Terms and its agreement with the Affiliate Network Provider, via the Affiliate Network Provider and not directly from Tailor. Where Tailorhas paid to the Affiliate Network Provider all commission payments due to the Affiliate pursuant to its participation in Tailor’s Affiliate Program in accordance with these Terms and its agreement with the Affiliate Network Provider, then Tailor shall not be responsible for ensuring that the Affiliate receives such commission payments from the Affiliate Network Provider.
3.4. In any case the Affiliate breaches any provisions in these Terms, Tailor may suspend or terminate the Affiliate’s participation in the Affiliate Program without notice to the Affiliate, and commission which would otherwise have been payable shall not be payable.
3.5. Commission will NOT be paid in respect to any transactions made using invalid promotion/voucher codes; and/or the cost of marketing or handling of goods; and/or cancelled and returned orders; and/or non-commissionable items, such as free products and trial/sample pack; and/or fraud transactions; and/or any other exclusion notified to the Affiliate from time to time.
3.6. “Cookie period” during which a commission may (subject to all other Terms) become payable following the date (the “Session Start Date”) of access by a website end user of the Tailor’s website by clicking on a link published by the Affiliate is 60 days from the Session Start Date.
4. Indemnities & Warranties
AFFILIATE UNDERSTANDS THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TAILOR IN RELATION TO THE AFFILIATE PROGRAM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. TAILOR MAKES NO WARRANTIES AS TO THE PERFORMANCE OF THE AFFILIATE PROGRAM OR THE NUMBER OF VISITORS WHO CLICK ON A LINK FROM THE AFFILIATE’S WEBSITE TO THE TAILOR’S WEBSITE. TAILOR FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 6.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT TAILOR, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS AND SERVICE PROVIDERS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED; ANY LOSS OR DAMAGE AS A RESULT OF: (A) ANY CHANGES WHICH TAILOR MAY MAKE TO THE AFFILIATE PROGRAM, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE AFFILIATE PROGRAM; (B) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE AFFILIATE PROGRAM; OR THE AFFILIATE FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA. TAILOR LIMITATION OF LIABILITY ABOVE SHALL APPLY WHETHER OR NOT TAILOR HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING, BUT SHALL NOT IN ANY WAY LIMIT OR RESTRICT ANY LIABILITY OF TAILOR FOR: ANY LOSS ARISING OUT OF ANY FRAUDULENT MISREPRESENTATION; ANY OTHER LIABILITY WHICH CANNOT BY LAW BE EXCLUDED; ANY DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF TAILOR. FURTHERMORE, AFFILIATE WARRANTS THAT THE ACCEPTANCE OF THESE TERMS DOES NOT BREACH ANY OTHER AGREEMENTS TO WHICH IT IS A PARTY; THAT AFFILIATE HAS DULY REGISTERED THE DOMAIN NAMES OF ITS WEBSITE(S) WHICH WILL BE LINKED TO THE TAILOR’S WEBSITE WITH ALL APPLICABLE AUTHORITIES; AND THAT THE AFFILIATE’S WEBSITE(S) (INCLUDING WITHOUT LIMITATION ALL CONTENT, TEXT, IMAGES, SOFTWARE, MEDIA AND OTHER MATERIALS WHICH THE AFFILIATE HAS PLACED WITHIN ITS WEBSITE(S)) IS PROPRIETARY TO OR LICENSED BY THE AFFILIATE AND DOES NOT AND WILL NOT INFRINGE UPON OR VIOLATE ANY COPYRIGHT, PATENT, TRADE MARK OR OTHER PROPRIETARY THIRD PARTY RIGHT. THE AFFILIATE WILL INDEMNIFY AND HOLD HARMLESS TAILOR, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, LOSSES, DAMAGES, INJURIES OR EXPENSES (INCLUDING REASONABLE LEGAL FEES) DIRECTLY OR INDIRECTLY ARISING FROM OR RELATING TO: ANY BREACH BY IT OF THESE TERMS, OR ANY ACT OR OMISSION OF THE AFFILIATE IN RELATION TO THE TAILOR’S AFFILIATE PROGRAM.
5. Term & Termination
5.1. These Terms shall remain in full force and effect for the whole time during which the Affiliate participates in the Affiliate Program.
5.2. Tailor may terminate the Affiliate’s participation in the Affiliate Program at any time immediately without prior notice, if the Affiliate breach any of these Terms.
5.3. Upon Termination for whatever reason, Affiliate shall return any confidential information, and all copies of information in their possession, custody and control. Affiliate will cease all use of any trade names, trademarks, service marks, logos and other designations of Tailor’s.
5.4. Upon Termination Affiliate agrees to immediately remove all Tailor’s banners from Affiliate Website and disable any links to Tailor’s Website from Affiliate Website.
5.5. Termination will not relieve Affiliate of any liability arising from any breach of these Terms occurring prior to such termination.
6. The Rest
6.1. Affiliate shall not sub-contract the performance of any or all of its obligations under these Terms without Tailor’s prior written consent. Furthermore, Affiliate shall not assign, transfer, charge, create a trust over or otherwise deal in its rights and/or obligations under these Terms without Tailor’s prior written consent.
6.2. Any failure or delay by either party to exercise any right or remedy under these Terms shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.
6.3. Without prejudice to Tailor’s agreement with the Affiliate Network Provider, these Terms represents the entire Terms agreed between the parties in relation to their subject matter and supersede all previous contracts or arrangements (including any usage or custom and any terms arising through any course of dealing) of any kind between the parties relating to their subject matter. No action taken by the Parties and Nothing in these Terms pursuant to these Terms shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever. No party shall have the authority to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
6.4. Each of the provisions contained in these Terms shall be construed as independent of every other such provision, so that if any provision of these Terms shall be determined by any court or competent authority to be illegal, invalid and/or unenforceable then such determination shall not affect any other provision of these Terms, all of which other provisions shall remain in full force and effect.
6.5. These Terms shall be governed by and construed in accordance to the courts of Tel Aviv-Jaffa, Israel, which shall have jurisdiction to hear all disputes arising in connection with these Terms and no other courts shall have any jurisdiction whatsoever in respect of such disputes.
