AFFILIATE AGREEMENT
The Affiliate Agreement is between JPT Group LLC (the “Merchant”) and every affiliate approved to Bernardo1946’s ShareASale program (the “Affiliate”).
The Merchant owns Bernardo1946 footwear.
The Merchant wishes to engage the Affiliate through SareASale for the purpose of promoting its website https://bernardo1946.com/ (the “Merchant Website”) and the products available for purchase on the Merchant Website.
The Affiliate wishes to direct users of the Affiliate Website to the Owner Website using a unique URL (an “Affiliate Link”), and the parties want the Affiliate to receive a compensation for purchases made on the Merchant Website by costumers of the Affiliate who use the Affiliate Link.
NOW, THEREFORE, in consideration of the mutual covenants, conditions, and representations set forth herein, the parties do hereby agree as follows:
1. RESPONSABILITIES
(a) Of the Affiliate. The Affiliate shall:
(i) display the Affiliate Link in a manner that does not reflect adversely on the Owner or mislead visitors;
(ii) use reasonable efforts to ensure the Affiliate link works on the Affiliate Website, and that any visitor who clicks on the Affiliate Link will be connected to the Owner Website;
(iii) refer new, legitimate costumers to the owner Website via the Affiliate Link;
(b) Of the Owner. The Owner shall:
(i) provide all assistance to the Affiliate to enable the Affiliate to post the Affiliate Link on the Affiliate Website;
(ii) proceed initial information and publish on ShareASale the materials comprising the Affiliate Link;
(iii) maintain accurate records of the data used to determine the commissions earned by the Affiliates.
2. TERM AND TERMINATION
(a) Term. This agreement will become effective upon approval of the affiliate to the program by JPT and continues until otherwise terminated.
(b) Termination Procedures. This agreement may be terminated by the Owner by removing the Affiliate from the program at any time and for any reason. The Affiliates may terminate this agreement abandoning the program.
(c) Effects of Termination. After the termination of this agreement, all licenses granted under this agreement will terminate. The parties shall promptly remove all intellectual property of the other party from all channels used. The Affiliate must take down any Affiliate Link. The Owner shall promptly pay the Affiliate any outstanding commissions owed and not disputed for services rendered before the effective date of the termination.
3. PAYMENT
(a) Paid Order Fees. The Owners shall pay the Affiliate a commission on any Paid Order made by the Affiliate Costumers that the Affiliate refers to the Owner through the Affiliate Link during the term of this agreement. “Paid Order” means an order for which the Owners has received and processed payment, and that it is not returned within 30 days from purchase. The Affiliates shall not receive any commission on Paid Orders returned within 30 days from purchase.
(b) Calculation of Commission. The Owner shall pay the Affiliate 12% of the purchase price generated by Paid Orders for the purchase of an owner Product by Affiliate Costumers.
(c) Timing of Commissions. Commissions will be paid out the 20th of the following month. Any returns, refunds, charge backs, and fraudulent payments of Paid Orders will be deducted or withheld from the commission payment.
(d) Payment per click. Payment per click is not allowed under this agreement and under no circumstances will the Owner will pay for any clicks.
4. LICENSE AND INTELLECTUAL PROPERTY
(a) License. The Owner grants the Affiliate a limited, nonexclusive, nontransferable, nonsublicensable right to maintain the Affiliate Link on Affiliate Website to the Owner Website for 45 days, in accordance with the terms of this agreement, from which the Affiliate’s website visitors can order Owner Products. The Owner also grants Affiliate a nonexclusive, nontransferable license to use Owner trade name (Bernardo1946), trademark and other intellectual property used by the Owner in identifying its business and products made available to the Affiliate through ShareASale (collectively “the Owner IP”) for the sole purpose of selling Owner Products on the Affiliate Website. The Affiliate will find the Owner IP available on the Owner’s ShareASale account. The Affiliates may not use any other Owner intellectual property without the Owner’s prior written consent. The Owner reserves all proprietary rights to the Owner IP and may immediately revoke or adjust the Affiliate’s license at any time on written notice.
(b) No Other Use. The Affiliate may not use the Intellectual Property for any purpose or any other media except as stated in this agreement or ad the Owner expressly approves in writing. The Affiliate is prohibited from bidding on Owner trademark terms on all Search Engines, as this use constitutes a trademark infringement of the Owner’s trademarks.
(c) Modification. The owner may submit written requests to modify or exclude any Owner Intellectual Property from the Affiliate Website and the Affiliate shall accommodate the request as soon as possible.
(d) Affiliate Intellectual Property. The Affiliate grants the Owner a nonexclusive license to utilize the Affiliate’s trade name, trademarks, logos or other intellectual property used by the Affiliate in identifying its business (the “Affiliate IP”) and website for the sole purpose of advertising, marketing and promoting the Affiliate Program. At any time, the Affiliate may revoke or modify this license.
(e) Representation About Affiliate IP and Owner IP. The Affiliate and the Owner represent that they have all necessary rights, license, permits and clearances to use their IP and to offer, sell, or license the goods and service offered through their IP and this will not violate any applicable law or regulations or any third-party rights.
5. RESTRICTIONS ON AFFILIATE
The Affiliate shall not:
(a) use trademarks trade names, logs, copyright or other intellectual property of the Owner except the Owner IP as expressly authorized by the Owner;
(b) provide incentivized traffic, where offers with incentives or the appearance of incentives including points, lottery, discount code, promo code, coupons, contest entries or rewards, are used to generate revenue for the Affiliate Costumers. This includes placing misleading statements near ad creative unless such discount or incentive receives prior written approval of the Owner.
(c) create, publish, distribute, or permit any advertising referencing the Owner, except as has been agreed in writing between the parties.
6. OWNER RIGHTS
(a) Right to Monitor Affiliate Website. The Owner has the right, but not the duty, to monitor the Affiliates Website. The Owner shall notify the Affiliates of any modification that the Owner reasonably requests be made to the Affiliate Website in connection with posting the Affiliate Link.
(b) Right to Remove Link. The Owner may direct the Affiliate to remove, and the Affiliate shall remove, the Affiliate Link from the Affiliate Website at any time and for any reason.
7. CONFIDENTIAL INFORMATION
(a) Definition. “Confidential Information” means this agreement and all nonpublic information of a party, in whatever form, pertaining to the business of that party, including information relating to the party’s finances, costumer records, and information, and all associated documentation and materials that the party disclosing the information designates as being confidential when disclosing it to the other party.
(b) Disclosure. Confidential information shall not be disclosed at any time for any reason, except when the disclosing party gives written consent to the receiving party.
8. INDEMNIFICATION
(a) Of Owner by Affiliate. At all times after the effective date of this agreement, the Affiliate shall indemnify the Owner against any award, claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, interest, judgment, liability, settlement payment, penalty or other loss (“Loss”) or any attorney’s or other professional’s fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee and each other fee and cost of investigation and defending or asserting claim for indemnification (“Litigation Expense”) arising out of:
(i) the Affiliate’s gross negligence or willful misconduct arising from the Affiliate’s carrying out of its obligations under this agreement;
(ii) the Affiliate’s breach of any of its obligations or representations under this agreement.
(b) Of Affiliate by Owner. The Owner shall at all times indemnify the Affiliate against a Loss or Litigation Expense caused by any breach of any representations or agreement made by the Owner under this agreement.
9. GOVERNING LAW
(a) Choice of Law. The laws of the state of New York governs this agreement.
(b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts of New York, New York.
10. ASSIGNMENT AND DELEGATION
(a) No Assignment. Neither party may assign this agreement.
(b) No Delegation. Neither party may delegate any performance under this agreement.
11. SEVERABILITY
If any one or more of the provision contained in this agreement is, for any reason, held to be invalid or illegal, or unenforceable in any respect, that invalidity, illegality or unenforceability will not affect any other provisions of this agreement, but this agreement will be construes as if those invalid, illegal or unenforceable provision had never been contained in it.
12. WAIEVR
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy.
13. ENTIRE AGREEEMNT
This agreement constitutes the entire final agreement of the parties. It is the complete and exclusive expression of parties’ agreement about the subject matter of this agreement.
14. EFFECTIVENESS
This agreement will become effective when Affiliate ask to join the Owner’s program on ShareASale and the Owner accept it.
