PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOURRECORDS.
THIS IS A LEGAL AGREEMENT BETWEENYOU AND JACKIE MACK DESIGNS
BY SUBMITTING THE ONLINEAPPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THETERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLYRESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1.0.Overview
This Agreement contains thecomplete terms and conditions that apply to you becoming an affiliatein Jackie Mack Designs' Affiliate Program. The purpose of thisAgreement istoallow HTML linking between your web site and the Jackie Mack Designswebsite.Please note that throughout this Agreement, "we," "us," and "our" referto Jackie Mack Designs, and "you," "your," and "yours" refer to theaffiliate.
2.0.AffiliateObligations
2.1.To begin the enrollment process, you will complete and submit theonline application on Shareasale. We may reject yourapplication at our sole discretion. We may cancel your application ifwe determine that your site is unsuitable for our Program, including ifit:
(a)Promotes sexually explicit materials
(b) Promotes violence
(c) Promotes discrimination basedon race, sex, religion, nationality, disability, sexual orientation, orage
(d) Promotes illegal activities
(e) Incorporates any materialswhich infringe or assist others to infringe on any copyright, trademarkor other intellectual property rights or to violate the law
(f) Includes "Merchant" orvariations or misspellings thereof in its domain name
(g) Is otherwise in any wayunlawful, harmful, threatening, defamatory, obscene, harassing, orracially, ethnically or otherwise objectionable to us in our solediscretion.
(h) Contains software downloadsthat potentially enable diversions of commission from other affiliatesin our program.
(i) You may not create or designyour website or any other website that you operate, explicitly orimplied in a manner which resembles our website nor design your websitein a manner which leads customers to believe you are Jackie MackDesigns oranyother affiliated business.
2.2.As a member of Jackie Mack Designs' Affiliate Program, you will haveaccesstoAffiliate Account Manager. Here you will be able to review ourProgram’s details and previously-published affiliate newsletters,download HTML code (that provides for links to web pages within theJackie Mack Designsweb site) and banner creatives, browse and get trackingcodesfor our coupons and deals. In order for us to accurately keep track ofall guest visits from your site to ours, you must use the HTML codethat we provide for each banner, text link, or other affiliate link weprovide you with.
2.3. Jackie Mack Designsreserves the right, at any time, to review your placement and approvethe use of our Links and require that you change the placement or useto comply with the guidelines provided to you.
2.4. Themaintenance and the updating of your site will be your responsibility.We may monitor your site as we feel necessary to make sure that it isup-to-date and to notify you of any changes that we feel should enhanceyour performance.
2.5. It isentirely your responsibility to follow all applicable intellectualproperty and other laws that pertain to your site. You must haveexpress permission to use any person's copyrighted material, whether itbe a writing, an image, or any other copyrightable work. We will not beresponsible (and you will be solely responsible) if you use anotherperson's copyrighted material or other intellectual property inviolation of the law or any third party rights.
3.0. Jackie Mack DesignsRights and Obligations
3.1.We have the right to monitor your site at any time to determine if youare following the terms and conditions of this Agreement. We may notifyyou of any changes to your site that we feel should be made, or to makesure that your links to our web site are appropriate and to notifyfurther you of any changes that we feel should be made. If you do notmake the changes to your site that we feel are necessary, we reservethe right to terminate your participation in the Jackie Mack DesignsAffiliateProgram.
3.2. Jackie Mack Designsreserves the right to terminate this Agreement and your participationin the Jackie Mack Designs Affiliate Program immediately and withoutnoticeto youshould you commit fraud in your use of the Jackie Mack DesignsAffiliateProgramor should you abuse this program in any way. If such fraud or abuse isdetected, Jackie Mack Designs shall not be liable to you for anycommissionsforsuch fraudulent sales.
3.3. ThisAgreement will begin upon our acceptance of your Affiliate application,and will continue unless terminated hereunder.
4.0.Termination
Either you or we may end thisAgreement AT ANY TIME, with or without cause, by giving the other partywritten notice. Written notice can be in the form of mail, email orfax. In addition, this Agreement will terminate immediately upon anybreach of this Agreement by you.
5.0.Modification
We may modify any of the terms andconditions in this Agreement at any time at our sole discretion. Insuch event, you will be notified by email. Modifications may include,but are not limited to, changes in the payment procedures and JackieMack Designs'Affiliate Program rules. If any modification isunacceptableto you, your only option is to end this Agreement. Your continuedparticipation in Jackie Mack Designs' Affiliate Program following theposting ofthe change notice or new Agreement on our site will indicate youragreement to the changes.
6.0.Payment
Jackie Mack Designs uses a thirdpartytohandle all of the tracking and payment. The third party is theShareasaleaffiliate network. Kindly review the network’s payment termsand conditions.
7.0.Accessto Affiliate Account Interface
You will create a password so thatyou may enter Shareasale’s secure affiliate account interface. Fromtheir site you will be able to receive your reports that will describeour calculation of the commissions due to you.
8.0.CouponPolicy
Affiliates may only use coupons andpromotional codes that are provided exclusively through the affiliateprogram.
9.0.Promotion Restrictions
9.1.You are free to promote your own websites, but naturally any promotionthat mentions Jackie Mack Designs could be perceived by the public orthepress asa joint effort. You should know that certain forms of advertising arealways prohibited by Jackie Mack Designs. For example, advertisingcommonlyreferred to as "spamming" is unacceptable to us and could cause damageto our name. Other generally prohibited forms of advertising includethe use of unsolicited commercial email (UCE), postings tonon-commercial newsgroups and cross-posting to multiple newsgroups atonce. In addition, you may not advertise in any way that effectivelyconceals or misrepresents your identity, your domain name, or yourreturn email address. You may use mailings to customers to promoteJackie Mack Designsso long as the recipient is already a customer orsubscriberof your services or website, and recipients have the option to removethemselves from future mailings.
Also, you may post to newsgroups topromote Jackie Mack Designs so long as the news group specificallywelcomescommercial messages. At all times, you must clearly represent yourselfand your websites as independent from Jackie Mack Designs. If it comestoourattention that you are spamming, we will consider that cause forimmediate termination of this Agreement and your participation in theJackie Mack Designs Affiliate Program. Any pending balances owed to youwillnotbe paid if your account is terminated due to such unacceptableadvertising or solicitation.
9.2.Affiliates that among other keywords or exclusively bid in theirPay-Per-Click campaigns on keywords such as Jackie Mack Designs, JackieMack, Jackie Mack Design, and/orany misspellings orsimilaralterations of these – be it separately or in combination with otherkeywords will be consideredtrademark violators, and will be banned from Merchant’s AffiliateProgram. We will do everything possible to contact the affiliate priorto the ban. However, we reserve the right to expel any trademarkviolator from our affiliate program without prior notice, and on thefirst occurrence of such PPC bidding behavior.
9.3. Affiliates MUST NOT also bid on Jackie Mack Designs trademarkedterms + "term", e.g. "Jackie Mack Designscoupons","Jackie Mack Designs coupon codes", "Jackie Mack Designs coupon","Jackie Mack Designs discount", "Jackie Mack Designs rebate" etc.unless was given a written approvalfrom Jackie Mack Designs.
9.4. Affiliates must not include"Official Site" or represent that your advertisement is sponsored orendorsed by Jackie Mack Designs in any way.
9.5. Direct Linking Policy
9.5.1.Direct to merchant linking is NOT ALLOWED on any Search Enginesincluding but not limited to Google, Yahoo, and Bing.
9.5.2. Direct linking is ALLOWED on social media sites includingbut not limited to, Facebook, Twitter, YouTube, Instagram or Pinterest.
9.5.3. Direct to merchant linkingis ALLOWED through Email, Newsletters, or any other form ofelectronic promotion conducted on behalf of Jackie Mack DesignsAffiliatepartner
9.6. Product Listing Ads(PLAs)/Shopping Ads: Affiliates are not permitted to use any data feedfiles, including network data feeds and shopping network data feeds, inPLAs with any of the search engines. Use of PLAs is NOT ALLOWED byAffiliates under any circumstances.
9.7. Consumer Shopping Engines(CSEs): Affiliates are NOT PERMITTED to use any Jackie Mack Designsbrandproductdatafeed files with CSEs. In addition, CSEs may not permit their thirdparty partners from participating in paid search with any of the JackieMack DesignsMaterials.
9.8. Reseller, Auctions: Affiliatesare not allowed to resell, auction, mask or manipulate the pricing ofany Jackie Mack Designs product.
9.9. Ad Copy and ContentRestrictions
9.9.1.Truth in advertising. Affiliates are required to be truthful about anyadvertisement representing Jackie Mack Designs including rebate,coupon, andsalesoffers.
9.9.2. Affiliate's advertisingoffers and sites must not be shown or construed as an official JackieMack Designsendorsed advertisement or site.
9.10. Affiliatesare notprohibited from keying in prospect’s information into the lead form aslong as the prospects’ information is real and true, and these arevalid leads (i.e. sincerely interested in Jackie Mack Designs’sservice).
9.11. Affiliateshall not transmit any so-called “interstitials,” “Parasiteware™,”“Parasitic Marketing,” “Shopping Assistance Application,” “ToolbarInstallations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-upsand/or pop-unders” to consumers from the time the consumer clicks on aqualifying link until such time as the consumer has fully exitedMerchant’s site (i.e., no page from our site or any Jackie MackDesigns’scontentor 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 affiliateand non-affiliate commission tracking cookies through any other meansthan a customer initiated click on a qualifying link on a web page oremail;
(b) interceptsearches to redirect traffic through an installed software, therebycausing, pop ups, commission tracking cookies to be put in place orother commission tracking cookies to be overwritten where a user wouldunder normal circumstances have arrived at the same destination throughthe results given by the search (search engines being, but not limitedto, Google, Bing. Yahoo, and similar search or directory engines);
(c) setcommission tracking cookies through loading of Merchant site iniFrames, hidden links and automatic pop ups that open Jackie MackDesigns’ssite;
(d) targets texton web sites, other than those web sites 100% owned by the applicationowner, for the purpose of contextual marketing;
(e) removes,replaces or blocks the visibility of Affiliate banners with any otherbanners, other than those that are on web sites 100% owned by the ownerof the application.
10.0.Grantof Licenses
10.1.We grant to you a non-exclusive, non-transferable, revocable right to:
(i)access our site through HTML links solely in accordance with the termsof this Agreement and;
(ii) solely inconnection with such links, to use our logos, trade names, trademarks,and similar identifying material (collectively, the "LicensedMaterials") that we provide to you or authorize for such purpose. Youare only entitled to use the Licensed Materials to the extent that youare a member in good standing of Jackie Mack Designs' AffiliateProgram.Youagree that all uses of the Licensed Materials will be on behalf ofJackie Mack Designsand the good will associated therewith will inure to thesolebenefit of Jackie Mack Designs.
10.2.Each party agrees not to use the other's proprietary materials in anymanner that is disparaging, misleading, obscene or that otherwiseportrays the party in a negative light. Each party reserves all of itsrespective rights in the proprietary materials covered by this license.Other than the license granted in this Agreement, each party retainsall right, title, and interest to its respective rights and no right,title, or interest is transferred to the other.
11.0.Disclaimer
JACKIE MACK DESIGNS MAKES NO EXPRESSORIMPLIED REPRESENTATIONS OR WARRANTIES REGARDING DAILYGREATNESS SERVICEANDWEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIEDWARRANTIES OF Jackie Mack Designs' ABILITY, FITNESS FOR A PARTICULARPURPOSE,ANDNON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WEMAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BEUNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THECONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
12.0.Representations and Warranties
You represent and warrant that:
12.1.This Agreement has been duly and validly executed and delivered by youand constitutes your legal, valid, and binding obligation, enforceableagainst you in accordance with its terms;
12.2. You havethe full right, power, and authority to enter into and be bound by theterms and conditions of this Agreement and to perform your obligationsunder this Agreement, without the approval or consent of any otherparty;
12.3. You havesufficient right, title, and interest in and to the rights granted tous in this Agreement.
13.0.Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITHRESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORYFOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARYDAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL ORANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TOTHE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALLDAILYGREATNESS'CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THISAGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY,TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSIONFEES PAID TO YOU UNDER THIS AGREEMENT.
14.0.Indemnification
You hereby agree to indemnify andhold harmless Jackie Mack Designs, and its subsidiaries and affiliates,andtheirdirectors, 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 theforegoing hereinafter referred to as "Losses") insofar as such Losses(or actions in respect thereof) arise out of or are based on (i) anyclaim that our use of the affiliate trademarks infringes on anytrademark, trade name, service mark, copyright, license, intellectualproperty, or other proprietary right of any third party, (ii) anymisrepresentation of a representation or warranty or breach of acovenant and agreement made by you herein, or (iii) any claim relatedto your site, including, without limitation, content therein notattributable to us.
15.0.Confidentiality
All confidential information,including, but not limited to, any business, technical, financial, andcustomer information, disclosed by one party to the other duringnegotiation 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 suchproprietary information of the other party without express writtenpermission of the disclosing party.
16.0.Miscellaneous
16.1.You agree that you are an independent contractor, and nothing in thisAgreement will create any partnership, joint venture, agency,franchise, sales representative, or employment relationship between youand Jackie Mack Designs. You will have no authority to make or acceptanyoffersor representations on our behalf. You will not make any statement,whether on Your Site or any other of Your Site or otherwise, thatreasonably would contradict anything in this Section.
16.2. Neitherparty may assign its rights or obligations under this Agreement to anyparty, except to a party who obtains all or substantially all of thebusiness or assets of a third party.
16.3. ThisAgreement shall be governed by and interpreted in accordance with thelaws of the State of California without regard to the conflicts of lawsand principles thereof.
16.4. You may notamend or waive any provision of this Agreement unless in writing andsigned by both parties.
16.5. ThisAgreement represents the entire agreement between us and you, and shallsupersede all prior agreements and communications of the parties, oralor written.
16.6. Theheadings and titles contained in this Agreement are included forconvenience only, and shall not limit or otherwise affect the terms ofthis Agreement.
16.7. If anyprovision of this Agreement is held to be invalid or unenforceable,that provision shall be eliminated or limited to the minimum extentnecessary such that the intent of the parties is effectuated, and theremainder of this agreement shall have full force and effect.
