TACORI Affiliate Terms & Conditions
These TACORI Affiliate Terms & Conditions details the rights and obligations which will form the agreement ("Agreement") between you ("Affiliate") and Tacori Enterprises (“Tacori”).
Upon validation and acceptance by Tacori of the Affiliate's application to join the Tacori Affiliate Program (as defined below), Tacori will communicate its acceptance of the Affiliate's application to the Affiliate at which time this Agreement will take effect immediately.
1) Definitions
As provided in this Agreement, the following terms have the following meanings:
"Tacori Affiliate Program" means the Affiliate program arranged and operated by Tacori in association with rewardStyle and ShareASale ;
"Tacori Link" means a hypertext link incorporating the Tacori Marks which allows Visitors to move directly from the Affiliate Website to the Tacori Website in the format set out by ShareAsale;
"Tacori Marks" means the trademarks, logos, copyrights and other “Intellectual Property Rights” as defined below licensed to the Affiliate by Tacori for the purpose and duration of this Agreement;
"Tacori Website" means the internet website owned or operated by Tacori located at the following url: www.tacori.com;
"Chargeback" means the cancellation of Commission (as defined below) that is due to the Affiliate, if not already paid, or payment to Tacori of a sum equal to Your Commission paid in respect of a Transaction in any circumstances specified by Tacori at its sole discretion, including, but not limited to, in the case of any returned items, cancellations, fraud or suspected fraud on the part of either the Affiliate or a Visitor;
"Returned Items" and "Cancelled Items" means Orders returned or cancelled in accordance with Tacori’s return and cancellation policy which can be found at the Tacori Website located at the following url: www.tacori.com/faq.
"Confidential Information" means all information (whether oral, visual, recorded in writing, in any other medium or by any other method) disclosed to or obtained by one Party from the other or from a third party, including without limitation any information relating to a Party's operations, processes, plans, intentions, price lists, pricing structures, Intellectual Property Rights, market opportunities, customers and business affairs;
"Intellectual Property Rights" means all copyright and other intellectual property rights, in whatever media, whether or not registered or capable of registration, including (without limitation) patents, trademarks, copyrights, design rights, database rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;
"Party" means a party to this Agreement;
"Sale" means a completed and valid purchase in accordance with the terms of this Agreement made by a Visitor via the Tacori Website through the Tacori Website ecommerce functionality;
"Transaction" means a Sale via the Tacori Website;
"Visitor" means a person who uses the Tacori Link created pursuant to this Agreement to be transferred from the Affiliate's Website;
"Affiliate Commission" or "Commission" means the compensation the Affiliate may earn on Transactions;
"Affiliate Website" means the internet website(s) or social media site(s) owned or operated by the Affiliate;
2) Interpretation
In this Agreement unless the context requires otherwise:
2.1 references to a Clause are to a clause of this Agreement;
2.2 references to this Agreement are to this Agreement, which may be amended at any time, in Tacori’s sole discretion, and in accordance with the notice provision in this Agreement;
2.3 the singular includes the plural and vice versa; references to any gender include every gender; and references to persons include corporations, partnerships and other unincorporated associations or bodies of persons; and
2.4 all headings are for convenience only, and have no legal effect and should be ignored when interpreting this Agreement.
3) General
3.1 Subject to the terms of this Agreement, the Affiliate agrees to promote Tacori by making available on the Affiliate's Website the Tacori Link and Tacori agrees to pay the Affiliate Commission.
4) Commencement
4.1 This Agreement shall commence upon validation and acceptance by Tacori of the Affiliate's application to join the Tacori Affiliate Program and shall continue until terminated by Tacori at any time, with or without notice.
5) Your Use of the Tacori Link
5.1 Subject to the limited license granted to the Affiliate in accordance with this Agreement, Tacori reserves all right, title and interest in its Intellectual Property Rights in the Tacori Link and the Tacori Website.
5.2 Tacori grants to the Affiliate during the term of this Agreement a non-exclusive, royalty-free, limited license to use, reproduce and display the Tacori Link on the Affiliate's Website solely for the purposes of this Agreement. Any other use of the Tacori Link by the Affiliate or to link in any other way to the Tacori Website not set out specifically in this Agreement is expressly excluded.
5.3 The Affiliate acknowledges that the Intellectual Property Rights of Tacori (including without limitation the Tacori Link and Tacori Marks) are and shall remain the sole and exclusive property of Tacori. Any goodwill associated with any such rights shall inure exclusively for the benefit of Tacori.
5.4 The Affiliate agrees not to use the Tacori Link in a manner that disparages Tacori, or its products or services, or portrays Tacori and/or its products or services in a false or disparaging light. The Affiliate will comply with Tacori's requests as to the use of the Tacori Link or Intellectual Property Rights and will not knowingly take any action that diminishes the value thereof.
5.5 The Affiliate agrees not to reproduce or store all or any part of the Tacori Website in any form on the Affiliate's Website or on any other website or other electronic retrieval system.
6) Affiliate Warranties
The Affiliate represents and warrants to NET-A-PORTER that:
6.1 The Affiliate shall not use any form of incentive for Visitors to click on the Tacori Link without the prior written agreement of Tacori;
6.2 The Affiliate shall ensure that no other web pages, links or other pop-up boxes appear on a Visitor's screen when the Tacori Link is used and that the only web page that appears on the Visitor's screen following the use of the Tacori Link is the Tacori Website;
6.3 The Affiliate shall not participate as an Affiliate on behalf of Tacori or enter into a similar arrangement on Tacori's behalf other than as provided under this Agreement;
6.4 The Affiliate will do nothing that would detrimentally affect Tacori or Tacori's good name and/or reputation and shall fully indemnify and keep Tacori fully indemnified against all loss, damages, claims, demands, actions, costs, charges, expenses and liabilities of whatsoever nature which Tacori may suffer or incur as a result of breach of this warranty;
6.5 Affiliate's Website and/or social media channel(s) shall (a) comply with all applicable laws and regulations,(b) will not infringe any Intellectual Property Rights of a third party, (c) will not libel, defame, cause injury to, invade the privacy of or otherwise infringe or violate the rights of any person or third party, (d) will not contain any defamatory, pornographic or unlawful content; or (e) will not link directly to any material which is in breach of the provisions of this Agreement.
7) Tacori’s Obligations
7.1 Tacori shall, through use of the ShareAsale services, keep detailed and up to date records of all Sales.
8) Affiliate’s Indemnity
8.1 The Affiliate undertakes that it will fully indemnify Tacori and keep Tacori fully indemnified against all loss, damages, claims, demands, actions, costs, charges, expenses and liabilities of whatsoever nature which Tacori may suffer or incur as a result of the breach or negligent performance or failure in performance by the Affiliate of the terms of this Agreement.
9) Affiliate Commission
9.1 Tacori will offer Affiliate ten percent (10%) commission on any Sale made in accordance with the terms of this Agreement, subject to all applicable Chargebacks as defined above. Tacori reserves the right to withhold any commission to reduce any Chargebacks.
9.2 Tacori will only offer commission on fashion collections offered for sale directly to Visitors through the Tacori Website, but specifically excluding Tacori’s Encore Collection.
9.3 Affiliate will only receive Commission for any Sale that is completed within 30 days from Visitors from the Tacori Link.
10) Termination and Effect of Termination
10.1 Tacori may terminate this Agreement Tacori at any time, with or without notice.
10.2 Upon termination of this Agreement (a) all licenses granted by Tacori to the Affiliate under this Agreement will immediately terminate, (b) the Affiliate shall immediately remove the Tacori Link from the Affiliate's website, and (c) Tacori shall have no obligation to pay the Affiliate any Commission which is accrued but unpaid as at the date of termination of this Agreement.
11) Confidentiality
11.1 The Parties will at all times keep confidential all Confidential Information acquired in consequence of this Agreement, except for information which they are bound to disclose by law or where information requested by regulatory agencies or information given to their professional advisers where reasonably necessary for the performance of their professional services. The provisions of this Clause 11.1 shall survive termination of this Agreement.
12) Costs
12.1 The Parties will bear all their own costs and expenses incurred in connection with this Agreement.
13) Relationship of the Parties
13.1 Tacori and the Affiliate are independent Parties and not the agent, representative or partner of the other Party.
14) Waiver
14.1 The failure of either Party to enforce or to exercise, at any time or for a period of time, any term of or any right arising pursuant to this Agreement does not constitute and shall not be construed as a waiver of such terms or right and shall in no way affect that Party's right later to enforce or exercise it.
15) Severability
15.1 The invalidity or unenforceability of any term of, or any right arising pursuant to, this Agreement shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.
16) Notices
16.1 Any notices served by the Parties under this Agreement may be delivered by hand or sent by first class recorded delivery post marked to the address supplied by the relevant Party to the other Party.
17) Assignment
17.1 This Agreement is personal to the Affiliate and may not be assigned, transferred, sub-contracted or otherwise parted with this Agreement or any right or obligation under it without Tacori's prior written consent.
18) Force Majeure
18.1 Neither Party shall have liability to the other Party to the extent that its performance of its obligations under this Agreement is prevented or hindered due to any circumstances outside its reasonable control.
19) Variation
19.1 This Agreement (or any provision of it) may be amended at any time with or without notice, in Tacori’s sole discretion.
19.2 The continued performance of the Affiliate's obligations under this Agreement after any and all amendments shall be deemed to be a binding acceptance of such amendments.
20) Entire Agreement
20.1 This Agreement contains all the terms which the Parties have agreed in relation to the subject matter of this Agreement. Neither of the Parties have been induced to enter into this Agreement by a statement or promise which it does not contain.
21) Law and Jurisdiction
21.1 The Parties agree that the substantive law of the State of California shall govern this Agreement and all actions related to it. The Parties expressly consent to the personal jurisdiction of the State or Federal Courts located in Los Angeles, California with respect to any dispute arising out of this Agreement.
