Helmm Affiliate Program Agreement
AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ZGTL LLC (DBA HELMM)
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Helmm’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the Helmm web site. Please note that throughout this Agreement, "we," "us," and "our" refer to Helmm, and "you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application at the ShareASale.com server. We may reject or cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit, violent, discriminatory, illegal or otherwise objectionable materials in our sole discretion
2.1.2. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.2. As a member of Helmm’s Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the Helmm web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. Helmm reserves the right, at any time, to review your placement and approve the use of Your Links and ask that you change the placement or use to comply with the guidelines provided to you.
3. Helmm Rights and Obligations
3.1. Helmm reserves the right to terminate this Agreement and your participation in the Helmm Affiliate Program immediately and without notice to you should you commit fraud in your use of the Helmm Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Helmm shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
3.4 Helmm reserves the right to use Affiliate’s logomark on website and marketing collateral for promotional use.
4. Termination
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by either party.
5. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email at least 10 business days in advance. Modifications may include, but are not limited to, changes in the payment procedures and Helmm’s Affiliate Program rules. If any modification is unacceptable to you, this Agreement will be suspended until a resolution is reached. Your continued participation in Helmm’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Payment
Helmm uses a third party to handle all of the tracking and payment. The third party is the ShareASale.com affiliate network. Kindly review the network’s payment terms and conditions.
7. Access to Affiliate Account Interface
You will create a password so that you may enter ShareASale’s secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but any promotion that mentions Helmm could be perceived by the public or the press as a joint effort. Certain forms of advertising are always prohibited by Helmm. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Helmm so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Helmm so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Helmm. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Helmm Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Commissions will be paid to the Affiliate based upon a percentage of sales made to users who access the Helmm’s site through the Affiliate’s site. Commissions will be calculated based upon the gross sales price, but not including any shipping and handling, sales tax, special service fees such as gift wrapping or packaging, late charges, collection costs, imports/export duties, and any other payment made to Helmm that is not the purchase price for the product that is purchased. Commissions will not be calculated based upon amounts that are attributable to credit card fraud, credits given to customers, bad debt right-off and returned goods. Helmm reserves the right to deduct in subsequent months for any commission that Helmm paid that is for a product that is subsequently returned or refunded, or for any other reason if the previous monthly commission was overpaid or later subject to reduction.
8.3. Helmm does not offer pay-per-click. We offer a 10% commission of each sale generated by the Affiliate.
8.4. Affiliates that bid in their Pay-Per-Click campaigns on keywords such as: helmm deodorant, helmm antiperspirant, helmm refillable deodorant, refillable deodorant, refillable antiperspirant, helmm fragrance, helmmnyc, helmm fragrance wardrobe, helmm, helmm.com, www.helmm, www.helmm.com, helm, helm.com and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Helmm’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.5. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Helmm’s service).
8.6. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Helmm’s site (i.e., no page from our site or any Helmm’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Helmm site in IFrames, hidden links and automatic pop ups that open Helmm’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
8.7 Affiliate shall not post any refunds, credits or discounts on Helmm products, or other content concerning Helmm without Helmm’s prior written consent in each instance. Affiliates may only use coupons and discounts that are provided exclusively through the Affiliate Program using banners and links. Any violations of the terms surrounding refunds, coupons, or discounts shall constitute a material breach of this Agreement, and may result in your termination from the Affiliate Program.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Helmm’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Helmm and the good will associated therewith will inure to the sole benefit of Helmm.
10. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL HELMM’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO 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.
11. Indemnification
You hereby agree to indemnify and hold harmless Helmm, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
12. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
13. Miscellaneous
13.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Helmm. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
13.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
13.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof.
13.4. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
