Citizens of Humanity

This Affiliate Participation Agreement contains the terms and conditions that apply to your participation as a member of the affiliate program (the "Affiliate Program") for Citizens of Humanity ("we," "us," or "Merchant"). This Affiliate Program is administered through the AWIN Network. In this Agreement you are sometimes referred to as "you," "your," or "Affiliate."

THIS IS A LEGALLY BINDING AGREEMENT. BY JOINING THIS AFFILIATE PROGRAM AND RECEIVING AND USING LINKS TO THE MERCHANT WEBSITE, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS SET FORTH HEREIN, DO NOT JOIN THIS AFFILIATE PROGRAM.

In order to participate in this Affiliate Program, you must complete a participant application accessible through the AWIN Network. You will be notified if your application has been accepted or rejected. We reserve the right to reject any application in our sole discretion. If rejected, you may reapply at any time.IF YOU HAVE NOT BEEN APPROVED AS AN AFFILIATE, YOU ARE NOT ELIGIBLE TO EARN ANY COMPENSATION ON ACCOUNT OF REFERRED SALES.

Only websites with general or United States-based domain extensions (e.g., .com, .net, .org, .us, etc.) that primarily serve a United States-based audience are eligible. You must be at least 18 years of age or, if older, the age required to lawfully enter into a contract in your state of residence. By applying, you represent and warrant that:
(i) all information provided is true, complete, and accurate;
(ii) you have the necessary rights and authority to enter into this Agreement;
(iii) this Agreement is binding and enforceable against you; and
(iv) your participation does not conflict with or breach any other agreements to which you are bound.

(a) Your websites are unsuitable, and you may not participate in the Affiliate Program, if they violate any of the following restrictions. You represent and agree that none of your participating websites, content, or technology will violate these restrictions during your participation. If we believe a violation has occurred, we may terminate this Agreement and your participation without notice.

Your participating websites may not:
(i) infringe on intellectual property, publicity, or privacy rights;
(ii) fail to state a clear online privacy policy;
(iii) require login credentials without prior written consent;
(iv) violate any laws;
(v) contain threatening, harassing, defamatory, obscene, or sexually explicit content;
(vi) contain harmful software such as viruses or spyware;
(vii) contain fraudulent, misleading, or pyramid scheme content;
(viii) promote violence or illegal/immoral activity;
(ix) promote discrimination based on protected categories;
(x) use or promote bulk email or spam;
(xi) contain technology to intercept, divert, or redirect traffic;
(xii) gather information through users’ Internet connections without consent;
(xiii) install or cause spyware/opt-out downloads;
(xiv) obscure paid advertising or serve unauthorized ads on Merchant or competitor sites.

(b) You may not:

• engineer websites to divert traffic from the Merchant;
  
   
• modify the Merchant website;
  
   
• frame or misrepresent the Merchant site;
  
   
• scrape or spider Merchant content.
  
   

(c) You may not purchase products through Qualified Links for resale or commercial use.

(d) We reserve the right to monitor your websites at any time and require unrestricted access for compliance purposes.

(a) Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable right to:
(i) access the Merchant Website solely through Qualified Links provided by us/AWIN, and
(ii) use and display Merchant Content provided to you through AWIN, solely to generate sales of Merchant products from approved websites.

(b) A "Qualifying Link" means a link from your website to ours using AWIN-provided URLs/graphics that track referrals. Only AWIN-generated links will be tracked. You are not granted any rights to Merchant trademarks, service marks, logos, or other materials beyond those explicitly provided.

(c) Upon termination, you must immediately stop using and remove all Merchant Content.

(a) From time to time, we may post Special Offers on AWIN that provide specified referral fees on certain products. These terms will govern unless the Special Offer terms are inconsistent with this Agreement, in which case the Special Offer terms control.

(b) Advance notice of promotions, sales, and events is confidential until publicized. You may receive such notice to prepare content, but disclosure prior to the specified date is prohibited.

If you fail to comply with this section, you may forfeit commissions.

(a) You may not copy, alter, sublicense, or misuse Merchant Content except as expressly allowed.
(b) You may not purchase keywords containing Citizens of Humanity trademarks (including variations/misspellings) for search engine marketing.
(c) You must not run ads that mislead or appear as official Merchant promotions.
(d) Promotion codes, coupons, and referral program links must be explicitly authorized by Merchant in advance in each instance.
(e) You may not send unauthorized emails or electronic messages containing Merchant trademarks, links, or promotions.

All rights in Merchant Content remain with us. You may not challenge ownership or register similar marks. Any goodwill from use of Merchant Content accrues to us.

We retain sole discretion over orders, pricing, fulfillment, and customer service. Customers are deemed our customers. Policies and procedures may change at any time.

You will earn a revenue share based on Net Revenue from qualifying sales, subject to AWIN tracking. Payments are made monthly through AWIN, less applicable taxes/withholdings. Refunds, chargebacks, or cancellations will adjust commission. Only approved affiliates are eligible to earn a revenue share. Referrals by non-approved affiliates will not result in any entitlement to payment.

Sales will be tracked via AWIN technology. You must ensure links are properly formatted. Improper links or disabled cookies may prevent tracking.

You are solely responsible for development, content, and compliance of your websites. You may not imply endorsement or affiliation, misuse confidential information, or mislead consumers. You must indemnify us against related claims. You must comply fully with all applicable consumer disclosure laws and regulations, including without limitation, Federal Trade Commission disclosures as to any revenue share or other affiliate compensation to be earned by you in connection with your referral of a sale.

Violations may result in termination and legal action. You agree to indemnify us and Citizens of Humanity against claims, damages, or expenses arising from your breach, website content, or conduct.

This Agreement terminates when you or we leave the Affiliate Program. Either party may terminate at any time. Upon termination, you must remove all links and content. Only commissions earned before termination remain payable, subject to adjustments.

We may modify this Agreement by posting changes on AWIN or our site. Continued participation constitutes acceptance.

We make no warranties, express or implied, regarding products, services, or website operation.

Neither we nor Citizens of Humanity shall be liable for indirect, incidental, special, punitive, or consequential damages. Aggregate liability shall not exceed commissions paid in the prior 12 months.

The parties are independent contractors. Nothing herein creates a partnership, joint venture, or employment relationship.

This Agreement is governed by the laws of New York. All disputes must be brought in New York courts.

You may not issue press releases or public announcements referencing Citizens of Humanity without prior written consent.

Our obligations are excused where performance is hindered by causes beyond our control.

Section headings are for convenience only and do not affect interpretation.

You may not assign rights or obligations without our written consent.

Failure to enforce a provision does not waive future enforcement rights.

This Agreement and the Revenue Share schedule represent the full understanding between the parties and supersede all prior communications. No amendments are binding unless signed by us.