Kyria Lingerie
Program Terms
Kyria Lingerie
Affiliate Program Agreement
Please read this Affiliate Program Agreement (“Agreement”) carefully before submitting your application to participate (“Application”) in the Kyria For Business Affiliate Program (“Program”). If you do not accept all of the terms and conditions of this Agreement do not submit an Application. By submitting the Application, you are conclusively deemed to have accepted and agreed to be bound by this Agreement. As used in this Agreement, "we" “us” and “Kyria” means the brand Kyria Lingerie (including its proprietary company) and “Affiliate” “you” and “your” means the applicant submitting the Application and participating in the Program.
1. Enrollment
The Program is professionally managed by Shareasale.com, Inc. (“Share-a-Sale”) and this Agreement shall be effective upon Share-a-Sale’s acceptance of your merchant link sign-up request and your linking and/or participation in the Program.
2. Linking and Participation in the Affiliate Program
To link to and participate in the Program, you must be registered as an affiliate with Share-a-Sale and request to be linked to the merchant, Kyria Lingerie. Your registration request may be rejected for any reason or for no reason at our or Share-a-Sale’s sole discretion. Your request will be rejected if it is determined that your web site includes anything that is, inter alia, unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable. For domain names associated with your site that are registered privately, the domain of your username/email address must match the URL submitted with your application.
3. Affiliate Marketing Activities
In addition to the restrictions contained herein, your marketing activities may be further limited by the Affiliate Agreement you accept when you apply to our Program. To review the Share-a-Sale Affiliate agreement, visit the link at: https://s3.amazonaws.com/docs.awin.com/Legal/Publisher+terms+2019_US+tripartite.pdf
All material, data, information, images, product names & numbers, trade names, trademarks, slogans, and/or designs (the foregoing non-exhaustive) depicted in any marketing collateral or links made available to you under this Program (collectively, “Kyria Material”) are the proprietary property of Kyria or its licensors. Affiliates shall use Kyria Materials only as specified herein and shall not misappropriate Kyria Material by, e.g. incorporating the same in a domain name.
• Online Advertising (sponsored links)
Your paid ads must not link directly to our site; even if it is through a Share-a-Sale link. All paid search ads must take visitors to YOUR Site, not OURS.
Kyria does not allow the bidding or use of it’s branded trademark terms by Affiliates engaging in paid search advertising in any search engine, e.g. Google, Yahoo, Bing.
Unless there is a written agreement to the contrary you are not to use any of the following trademark terms (or misspellings or derivatives thereof) in the title, advertising copy and/or description or display URL of a paid search advertisement:- (i) Kyria; (ii) Kyria Lingerie; (iii) www.kyrialingerie.com
You are permitted to use the above terms on the landing pages of your site, provided such use is not confusing, misleading, does not dilute or disparage our trademarks, and is in keeping with generally recognized and accepted practices of fair use under U.S. Trademark Law and all relevant regulatory regime of the jurisdiction within which the Affiliate operates.
• Online Advertising (organic links)
Affiliates that use the above branded trademark terms in any organic search link must use the terms in a fair manner, i.e. in a way that is not confusing, misleading, does not dilute or disparage our trademarks, and is in keeping with generally recognized and accepted practices of fair use under U.S. Trademark Law and all relevant regulatory regime of the jurisdiction within which the Affiliate operates.
• Electronic Mail
Affiliate shall not send any emails, directly or indirectly, that advertises or promotes Kyria, its products, services, web sites, or offers without Kyria’s prior express written consent. If consent is provided, Affiliate must include Kyria on its email distribution list at the following address affiliate@kyrialingerie.com. Affiliate shall not send any unsolicited commercial e-mail or other unsolicited online communications. Affiliate hereby represents that it will comply with all laws, rules, regulations, and ordinances relating to the sending of commercial emails, including, but not limited to, the federal CAN-SPAM Act of 2003 and all other relevant regulatory regime of the jurisdiction within which the Affiliate operates. In addition, Affiliate shall not generate or send any material advertising or promoting any Kyria products or services via facsimile or engage in any telemarketing activities with respect to Kyria’s products or services.
In any marketing activities where a reference is made to Kyria or to any of Kyria’s trademarks, Affiliate must identify itself as an affiliate by using the terms "affiliate" or “aff.” and comply with all requirements of the U.S. Federal Trade Commission Guidelines.
Except as otherwise set forth in this Agreement, Affiliate shall not use Kyria’s name, trademarks, service marks or any derivations or variations thereof in any manner, including without limitation, (a) in metatags, (b) in hidden text or source code or (c) in Affiliate’s domain name or any other part of Affiliate’s universal record locator (URL).
Except as expressly authorized by this Agreement, Affiliate shall not use any of Kyria’s trademarked terms, either alone or in conjunction with or as part of any other word or name, in any advertisement, publicity or promotion on Affiliate’s behalf, to express or imply any endorsement by Kyria of any services provided by Affiliate, or in any other manner whatsoever.
Affiliates found in violation of this section are subject to punitive actions by us, without further notice. Such actions include but are not limited to suspension or termination of Affiliate account, withholding of payments to Affiliate; and publication (at our discretion) of Affiliate's activities.
4. Links & Images
Kyria shall make available to Affiliates, via the Share-a-Sale web-site, a variety of graphic and textual images (the "Images") that serve to identify your site as a member of the Program and that will establish “Links” from any and all websites you own, operate or control (“your site”) to www.kyrialingerie.com (“our site”). You may, subject to the terms and conditions herein, display Links as often and in as many areas on your site as you desire. You shall cooperate fully with Kyria in establishing and maintaining Links. You may display in your site only those Images provided to you by Kyria, which may be discontinued or replaced at any time and from time to time in our sole discretion.
Upon request, you shall remove any Image from your site and replace it with a new Image provided by us or Share-a-Sale. Banner ad link codes cannot at any time be modified by you, as doing so will not allow proper reporting of traffic sent through such banner link code. You agree that each Link connecting users of your site to our site will in no way alter the look, feel, or functionality of our site. Kyria and/or Share-a-Sale may monitor your site at any time to determine if you are in compliance with these terms.
5. Affiliate's Obligations
a. Place Links on your site within 30 days of your acceptance into the Program;
b. Actively participate in the Program by accessing and using promotional Links via the Share-a-Sale site;
c. You agree to be solely responsible for all costs and expenses you may incur in connection with your participation on the Program and/or your performance under this Agreement including;
(i) the development, operation and maintenance of your site;
(ii) all materials that appear on your site and the accuracy and appropriateness of such materials;
(iii) ensuring that any such materials do not violate or infringe upon the rights of any third party, including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights, are not libelous, defamatory, misleading, false or deceptive or otherwise illegal; and
(iv) ensuring that your site and your business practices do not violate this Agreement;
d. You agree to keep your application with the Share-a-Sale Affiliate Network updated with current and accurate information (including WHOIS information) and, at all times, list the web sites you are using to drive traffic to us. For domain names associated with your site that are registered privately, the domain of your username/email address must match the URL submitted with your application;
e. You agree not to make any representations, either express or implied, or create an appearance or impression, directly or indirectly, that a visitor to your site is visiting our site, that a visitor to our site is visiting your site or that Kyria endorses you or your site or your products and services (for example, you are agreeing not to ”frame” any pages or portions of our site);
f. You agree that all your activities under the Program shall comply with relevant U.S. regulations and all other regulatory regime of the jurisdiction within which you operate; and
g. Kyria is not obligated to make any representations, warranties or other statements concerning you, your site, your site policies or any of your products or services
6. Spy Ware
You agree not to participate in spy ware, ad ware or parasite ware techniques for driving traffic. We reserve the right to research and investigate affiliates and their activities and, at our own discretion, determine whether or not these practices are in place. Affiliates found in violation of this policy will be immediately terminated from the Affiliate Program with any unpaid commissions forfeited.
7. Publicity
Except for the material made available to you by Share-a-Sale for your participation in the Program, you shall not create, publish, distribute, or permit any material that makes reference to Kyria or the Program without first obtaining our explicit written consent which may be granted or withheld at our sole discretion.
8. Policies and Pricing
Customers who buy Kyria’s products and services through the Program are deemed to be customers of Kyria. As such, all of Kyria’s policies and operating procedures concerning customer orders, customer service, and product and service sales shall apply. Kyria shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting Our Site ("Customer Data") which is collected by Kyria, including without limitation, customers who access Our Site from Your Site, and Affiliate shall have no right to use any such Customer Data.
You may not include price information in your product descriptions without our explicit consent. You shall refer all questions, requests and queries regarding our products and services to us. Affiliate does not have the authority to make or accept any offer on our behalf.
Kyria reserves the right to withhold Affiliate commissions and/or terminate this Agreement for Affiliates found to be in violation of this policy.
9. Commission Payment
Kyria is neither responsible nor liable for any type of commission payments to you. Share-a-Sale handles and is solely responsible for any and all commission payments. Please visit www.shareasale.com for more information regarding commission payment and timing of payments.
10. Licenses and Use of Logos and Trademarks
a. Kyria grants you a limited, non-exclusive, non-transferable, revocable right to (i) access our site through the Links solely in accordance with, and for the contemplated purpose of, this Agreement, and (ii) to use the branded trademarked terms shown (only in the form(s) that they appear on the Kyria Affiliate Program Share-a-Sale web pages) solely in connection with such Links, (collectively, the "Licensed Materials"), for the sole purpose of promoting Kyria’s products and services on your site. You may not copy, distribute, alter, modify, reverse engineer, or create derivative works from the Licensed Materials. Kyria may revoke your license at any time by giving you notice. Any goodwill arising out of your use of the Licensed Materials shall inure to the benefit of Kyria only;
b. You shall not make any specific use of any Licensed Materials for purposes other than promoting Kyria’s products and services on your site. You agree not to use the Licensed Materials in a manner that is misleading or deceptive or that disparages the Program, Kyria or its affiliates or any of its or their products or services, or that otherwise portrays Kyria, in its sole discretion, in a negative light. Kyria reserves all rights in the Licensed Materials. At no time during the Term or thereafter will you challenge, or assist others in challenging, the validity of the Licensed Materials or the registration thereof or attempt to register any confusingly similar trademarks, service marks, logos, trade names or domain names. Except for the limited license set forth above, no license or other rights to the Licensed Materials will be deemed granted to you hereunder or in connection with the Program, by implication, estoppel or otherwise;
c. You agree that any breach by you of your obligations regarding Licensed Materials during the term or thereafter may result in irreparable injury to Kyria for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of such obligations of yours, Kyria will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction;
d. You grant to Kyria a non-exclusive license to use your names, titles, logos, and trademarks (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner your participation in the Program and/or to further Kyria’s rights hereunder. Notwithstanding, we are not obligated to advertise, market, promote or publicize your participation in our Program or the existence of, or any other aspect of the Program; and
e. The licenses granted hereunder shall run concurrently with the term of this Agreement.
11. Term
This Agreement shall apply and be effective as of the date your Share-a-Sale merchant link sign-up request is accepted and shall remain in effect for as long as you continue to participate in the Program, or maintain Links to our site on your site. Either of us may terminate this Agreement at any time, with or without cause, by giving the other party notice of such termination. No commissions shall accrue or be earned by you after the duration of the Program or upon termination of this Agreement whichever is earlier.
Affiliate is only eligible to earn commissions on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. Kyria may withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. If Kyria has reason to believe Affiliate’s orders/referrals were obtained fraudulently or through misrepresentation, Kyria shall have the right to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation.
Upon termination of this Agreement, (a) all licenses hereunder shall terminate and (b) you shall immediately remove all Licensed Materials from Your Site and cease using Kyria’s name, logos, trademarks, service marks, trade dress, and/or proprietary technology.
12. Program Modification
Kyria may modify this Agreement or the Program terms at any time in its sole discretion. You will be notified of any replacement of or changes to these Terms and Conditions via e-mail by a change notice. If you no long wish to be bound by the Program terms, as modified, you must immediately discontinue your participation in the Program and notify us accordingly. Your continued participation in the Program following any notice of change to this Agreement or the Program terms shall constitute your binding acceptance of the same as replaced or modified.
AFFILATE UNDERSTANDS THAT KYRIA MAY AT ANY TIME, DIRECTLY OR INDIRECTLY, SOLICIT CUSTOMER REFERRALS AND ENTER INTO SIMILAR AGREEMENTS ON TERMS THAT MAY BE THE SAME, SIMILAR OR DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR ENTER INTO AN AGREEMENT WITH COMPETITORS OF AFFILIATE, OR MAY OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH AFFILIATE’S WEB SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED HEREUNDER AND IT IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
13. Relationship of Parties
You and Kyria are independent contractors and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship. You have no authority to make or accept any offers or representations on behalf of Kyria. You may not make any statement, whether on your site or otherwise, that contradicts anything contained in this section.
14. Representations and Warranties
Each party represents to the other that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.
Affiliate represents that the contents of Your Site and any domain names associated with Your Site do not (a) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any applicable law, statute, ordinance or regulation; (c) contain defamatory or libellous material; (d) contain lewd, pornographic, or obscene material; (e) violate any laws regarding unfair competition, anti-discrimination, or false advertising; (f) promote violence or contain hate speech; or (g) contain viruses, trojan horses, worms, time bombs, cancel-bots, or other similar harmful or deleterious programming routines.
Affiliate represents that it has and complies with a privacy policy consistent with federal and state laws and regulations, and including all other regulation of the jurisdiction within which the Affiliate operate, which is prominently displayed on its website.
EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
15. Confidentiality
Except as otherwise provided herein or with the consent of the other party, each party agrees that all information including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information, concerning Kyria or you, or any other affiliate, provided by or on behalf of any of them shall remain strictly confidential and shall not be used, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process. The confidentiality obligation in this clause survives the termination of this Agreement.
16. Limitation of Liability
Kyria makes no express or implied warranties or representations with respect to the Program, our site or any Kyria products or services sold through the Program, including, without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage. Kyria makes no representation that the operation of our site will be uninterrupted or error-free and we shall not be liable for the consequences of any such interruptions or errors.
NEITHER KYRIA NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH WITH THIS AGREEMENT, THE PROGRAM OR YOUR PARTICIPATION IN THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSION INCOME PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. This clause survives the termination of this Agreement.
17. Indemnification
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR SITE (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR SITE OR ANY MATERIALS THAT APPEAR ON YOUR SITE, INCLUDING THE COMBINATION OF YOUR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), (E) YOUR TAXES AND DUTIES OR THE COLLECTION, PAYMENT, OR FAILURE TO COLLECT OR PAY YOUR TAXES OR DUTIES, OR THE FAILURE TO MEET TAX REGISTRATION OBLIGATIONS OR DUTIES, OR (F) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. WE OR OUR NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY KYRIA’S PARTY, INCLUDING THROUGH SPECIAL MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS, INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION. THE AFFILIATE’S OBLIGATION OF INDEMNITY UNDER THIS CLAUSE SURVIVES THE TERMINATION OF THIS AGREEMENT.
18. Jurisdiction/Venue
Any dispute relating in any way to the Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates will be subject to the governing law and disputes provision for our site set forth as follows:
All parties in this Agreement agree that any dispute relating in any way to the Program or this Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of Washington, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights. Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Program and Kyria Materials are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
19. References/Testimonials
The Affiliate agrees to cooperate with us in the development of testimonies and other such marketing material. The Affiliate grants us unlimited rights to reference the Affiliate in any and all marketing materials, without further compensation.
20. Notices
All notices from you to us, required under this Agreement shall be sent via e-mail using the contact information on file held by Kyria or Share-a-Sale.
21. Integration
This Agreement constitutes the final and complete agreement between you and Kyria regarding the Program and supersedes all prior and contemporaneous, understandings, agreements and communications, written or oral, with respect to the subject matter hereof.
22. Acknowledgement and Acceptance
By submitting this application and clicking the link below, you hereby certify that you are authorized to act on behalf of the Affiliate and that you have read and accepted the terms, conditions and disclosures associated with this Agreement.
Affiliate Program Agreement
Please read this Affiliate Program Agreement (“Agreement”) carefully before submitting your application to participate (“Application”) in the Kyria For Business Affiliate Program (“Program”). If you do not accept all of the terms and conditions of this Agreement do not submit an Application. By submitting the Application, you are conclusively deemed to have accepted and agreed to be bound by this Agreement. As used in this Agreement, "we" “us” and “Kyria” means the brand Kyria Lingerie (including its proprietary company) and “Affiliate” “you” and “your” means the applicant submitting the Application and participating in the Program.
1. Enrollment
The Program is professionally managed by Shareasale.com, Inc. (“Share-a-Sale”) and this Agreement shall be effective upon Share-a-Sale’s acceptance of your merchant link sign-up request and your linking and/or participation in the Program.
2. Linking and Participation in the Affiliate Program
To link to and participate in the Program, you must be registered as an affiliate with Share-a-Sale and request to be linked to the merchant, Kyria Lingerie. Your registration request may be rejected for any reason or for no reason at our or Share-a-Sale’s sole discretion. Your request will be rejected if it is determined that your web site includes anything that is, inter alia, unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable. For domain names associated with your site that are registered privately, the domain of your username/email address must match the URL submitted with your application.
3. Affiliate Marketing Activities
In addition to the restrictions contained herein, your marketing activities may be further limited by the Affiliate Agreement you accept when you apply to our Program. To review the Share-a-Sale Affiliate agreement, visit the link at: https://s3.amazonaws.com/docs.awin.com/Legal/Publisher+terms+2019_US+tripartite.pdf
All material, data, information, images, product names & numbers, trade names, trademarks, slogans, and/or designs (the foregoing non-exhaustive) depicted in any marketing collateral or links made available to you under this Program (collectively, “Kyria Material”) are the proprietary property of Kyria or its licensors. Affiliates shall use Kyria Materials only as specified herein and shall not misappropriate Kyria Material by, e.g. incorporating the same in a domain name.
• Online Advertising (sponsored links)
Your paid ads must not link directly to our site; even if it is through a Share-a-Sale link. All paid search ads must take visitors to YOUR Site, not OURS.
Kyria does not allow the bidding or use of it’s branded trademark terms by Affiliates engaging in paid search advertising in any search engine, e.g. Google, Yahoo, Bing.
Unless there is a written agreement to the contrary you are not to use any of the following trademark terms (or misspellings or derivatives thereof) in the title, advertising copy and/or description or display URL of a paid search advertisement:- (i) Kyria; (ii) Kyria Lingerie; (iii) www.kyrialingerie.com
You are permitted to use the above terms on the landing pages of your site, provided such use is not confusing, misleading, does not dilute or disparage our trademarks, and is in keeping with generally recognized and accepted practices of fair use under U.S. Trademark Law and all relevant regulatory regime of the jurisdiction within which the Affiliate operates.
• Online Advertising (organic links)
Affiliates that use the above branded trademark terms in any organic search link must use the terms in a fair manner, i.e. in a way that is not confusing, misleading, does not dilute or disparage our trademarks, and is in keeping with generally recognized and accepted practices of fair use under U.S. Trademark Law and all relevant regulatory regime of the jurisdiction within which the Affiliate operates.
• Electronic Mail
Affiliate shall not send any emails, directly or indirectly, that advertises or promotes Kyria, its products, services, web sites, or offers without Kyria’s prior express written consent. If consent is provided, Affiliate must include Kyria on its email distribution list at the following address affiliate@kyrialingerie.com. Affiliate shall not send any unsolicited commercial e-mail or other unsolicited online communications. Affiliate hereby represents that it will comply with all laws, rules, regulations, and ordinances relating to the sending of commercial emails, including, but not limited to, the federal CAN-SPAM Act of 2003 and all other relevant regulatory regime of the jurisdiction within which the Affiliate operates. In addition, Affiliate shall not generate or send any material advertising or promoting any Kyria products or services via facsimile or engage in any telemarketing activities with respect to Kyria’s products or services.
In any marketing activities where a reference is made to Kyria or to any of Kyria’s trademarks, Affiliate must identify itself as an affiliate by using the terms "affiliate" or “aff.” and comply with all requirements of the U.S. Federal Trade Commission Guidelines.
Except as otherwise set forth in this Agreement, Affiliate shall not use Kyria’s name, trademarks, service marks or any derivations or variations thereof in any manner, including without limitation, (a) in metatags, (b) in hidden text or source code or (c) in Affiliate’s domain name or any other part of Affiliate’s universal record locator (URL).
Except as expressly authorized by this Agreement, Affiliate shall not use any of Kyria’s trademarked terms, either alone or in conjunction with or as part of any other word or name, in any advertisement, publicity or promotion on Affiliate’s behalf, to express or imply any endorsement by Kyria of any services provided by Affiliate, or in any other manner whatsoever.
Affiliates found in violation of this section are subject to punitive actions by us, without further notice. Such actions include but are not limited to suspension or termination of Affiliate account, withholding of payments to Affiliate; and publication (at our discretion) of Affiliate's activities.
4. Links & Images
Kyria shall make available to Affiliates, via the Share-a-Sale web-site, a variety of graphic and textual images (the "Images") that serve to identify your site as a member of the Program and that will establish “Links” from any and all websites you own, operate or control (“your site”) to www.kyrialingerie.com (“our site”). You may, subject to the terms and conditions herein, display Links as often and in as many areas on your site as you desire. You shall cooperate fully with Kyria in establishing and maintaining Links. You may display in your site only those Images provided to you by Kyria, which may be discontinued or replaced at any time and from time to time in our sole discretion.
Upon request, you shall remove any Image from your site and replace it with a new Image provided by us or Share-a-Sale. Banner ad link codes cannot at any time be modified by you, as doing so will not allow proper reporting of traffic sent through such banner link code. You agree that each Link connecting users of your site to our site will in no way alter the look, feel, or functionality of our site. Kyria and/or Share-a-Sale may monitor your site at any time to determine if you are in compliance with these terms.
5. Affiliate's Obligations
a. Place Links on your site within 30 days of your acceptance into the Program;
b. Actively participate in the Program by accessing and using promotional Links via the Share-a-Sale site;
c. You agree to be solely responsible for all costs and expenses you may incur in connection with your participation on the Program and/or your performance under this Agreement including;
(i) the development, operation and maintenance of your site;
(ii) all materials that appear on your site and the accuracy and appropriateness of such materials;
(iii) ensuring that any such materials do not violate or infringe upon the rights of any third party, including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights, are not libelous, defamatory, misleading, false or deceptive or otherwise illegal; and
(iv) ensuring that your site and your business practices do not violate this Agreement;
d. You agree to keep your application with the Share-a-Sale Affiliate Network updated with current and accurate information (including WHOIS information) and, at all times, list the web sites you are using to drive traffic to us. For domain names associated with your site that are registered privately, the domain of your username/email address must match the URL submitted with your application;
e. You agree not to make any representations, either express or implied, or create an appearance or impression, directly or indirectly, that a visitor to your site is visiting our site, that a visitor to our site is visiting your site or that Kyria endorses you or your site or your products and services (for example, you are agreeing not to ”frame” any pages or portions of our site);
f. You agree that all your activities under the Program shall comply with relevant U.S. regulations and all other regulatory regime of the jurisdiction within which you operate; and
g. Kyria is not obligated to make any representations, warranties or other statements concerning you, your site, your site policies or any of your products or services
6. Spy Ware
You agree not to participate in spy ware, ad ware or parasite ware techniques for driving traffic. We reserve the right to research and investigate affiliates and their activities and, at our own discretion, determine whether or not these practices are in place. Affiliates found in violation of this policy will be immediately terminated from the Affiliate Program with any unpaid commissions forfeited.
7. Publicity
Except for the material made available to you by Share-a-Sale for your participation in the Program, you shall not create, publish, distribute, or permit any material that makes reference to Kyria or the Program without first obtaining our explicit written consent which may be granted or withheld at our sole discretion.
8. Policies and Pricing
Customers who buy Kyria’s products and services through the Program are deemed to be customers of Kyria. As such, all of Kyria’s policies and operating procedures concerning customer orders, customer service, and product and service sales shall apply. Kyria shall own and retain all right, title and interest in all names, addresses and other identifying information of customers visiting Our Site ("Customer Data") which is collected by Kyria, including without limitation, customers who access Our Site from Your Site, and Affiliate shall have no right to use any such Customer Data.
You may not include price information in your product descriptions without our explicit consent. You shall refer all questions, requests and queries regarding our products and services to us. Affiliate does not have the authority to make or accept any offer on our behalf.
Kyria reserves the right to withhold Affiliate commissions and/or terminate this Agreement for Affiliates found to be in violation of this policy.
9. Commission Payment
Kyria is neither responsible nor liable for any type of commission payments to you. Share-a-Sale handles and is solely responsible for any and all commission payments. Please visit www.shareasale.com for more information regarding commission payment and timing of payments.
10. Licenses and Use of Logos and Trademarks
a. Kyria grants you a limited, non-exclusive, non-transferable, revocable right to (i) access our site through the Links solely in accordance with, and for the contemplated purpose of, this Agreement, and (ii) to use the branded trademarked terms shown (only in the form(s) that they appear on the Kyria Affiliate Program Share-a-Sale web pages) solely in connection with such Links, (collectively, the "Licensed Materials"), for the sole purpose of promoting Kyria’s products and services on your site. You may not copy, distribute, alter, modify, reverse engineer, or create derivative works from the Licensed Materials. Kyria may revoke your license at any time by giving you notice. Any goodwill arising out of your use of the Licensed Materials shall inure to the benefit of Kyria only;
b. You shall not make any specific use of any Licensed Materials for purposes other than promoting Kyria’s products and services on your site. You agree not to use the Licensed Materials in a manner that is misleading or deceptive or that disparages the Program, Kyria or its affiliates or any of its or their products or services, or that otherwise portrays Kyria, in its sole discretion, in a negative light. Kyria reserves all rights in the Licensed Materials. At no time during the Term or thereafter will you challenge, or assist others in challenging, the validity of the Licensed Materials or the registration thereof or attempt to register any confusingly similar trademarks, service marks, logos, trade names or domain names. Except for the limited license set forth above, no license or other rights to the Licensed Materials will be deemed granted to you hereunder or in connection with the Program, by implication, estoppel or otherwise;
c. You agree that any breach by you of your obligations regarding Licensed Materials during the term or thereafter may result in irreparable injury to Kyria for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of such obligations of yours, Kyria will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction;
d. You grant to Kyria a non-exclusive license to use your names, titles, logos, and trademarks (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner your participation in the Program and/or to further Kyria’s rights hereunder. Notwithstanding, we are not obligated to advertise, market, promote or publicize your participation in our Program or the existence of, or any other aspect of the Program; and
e. The licenses granted hereunder shall run concurrently with the term of this Agreement.
11. Term
This Agreement shall apply and be effective as of the date your Share-a-Sale merchant link sign-up request is accepted and shall remain in effect for as long as you continue to participate in the Program, or maintain Links to our site on your site. Either of us may terminate this Agreement at any time, with or without cause, by giving the other party notice of such termination. No commissions shall accrue or be earned by you after the duration of the Program or upon termination of this Agreement whichever is earlier.
Affiliate is only eligible to earn commissions on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. Kyria may withhold Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid. If Kyria has reason to believe Affiliate’s orders/referrals were obtained fraudulently or through misrepresentation, Kyria shall have the right to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation.
Upon termination of this Agreement, (a) all licenses hereunder shall terminate and (b) you shall immediately remove all Licensed Materials from Your Site and cease using Kyria’s name, logos, trademarks, service marks, trade dress, and/or proprietary technology.
12. Program Modification
Kyria may modify this Agreement or the Program terms at any time in its sole discretion. You will be notified of any replacement of or changes to these Terms and Conditions via e-mail by a change notice. If you no long wish to be bound by the Program terms, as modified, you must immediately discontinue your participation in the Program and notify us accordingly. Your continued participation in the Program following any notice of change to this Agreement or the Program terms shall constitute your binding acceptance of the same as replaced or modified.
AFFILATE UNDERSTANDS THAT KYRIA MAY AT ANY TIME, DIRECTLY OR INDIRECTLY, SOLICIT CUSTOMER REFERRALS AND ENTER INTO SIMILAR AGREEMENTS ON TERMS THAT MAY BE THE SAME, SIMILAR OR DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR ENTER INTO AN AGREEMENT WITH COMPETITORS OF AFFILIATE, OR MAY OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH AFFILIATE’S WEB SITE. AFFILIATE HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED HEREUNDER AND IT IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
13. Relationship of Parties
You and Kyria are independent contractors and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship. You have no authority to make or accept any offers or representations on behalf of Kyria. You may not make any statement, whether on your site or otherwise, that contradicts anything contained in this section.
14. Representations and Warranties
Each party represents to the other that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.
Affiliate represents that the contents of Your Site and any domain names associated with Your Site do not (a) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (b) violate any applicable law, statute, ordinance or regulation; (c) contain defamatory or libellous material; (d) contain lewd, pornographic, or obscene material; (e) violate any laws regarding unfair competition, anti-discrimination, or false advertising; (f) promote violence or contain hate speech; or (g) contain viruses, trojan horses, worms, time bombs, cancel-bots, or other similar harmful or deleterious programming routines.
Affiliate represents that it has and complies with a privacy policy consistent with federal and state laws and regulations, and including all other regulation of the jurisdiction within which the Affiliate operate, which is prominently displayed on its website.
EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
15. Confidentiality
Except as otherwise provided herein or with the consent of the other party, each party agrees that all information including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information, concerning Kyria or you, or any other affiliate, provided by or on behalf of any of them shall remain strictly confidential and shall not be used, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process. The confidentiality obligation in this clause survives the termination of this Agreement.
16. Limitation of Liability
Kyria makes no express or implied warranties or representations with respect to the Program, our site or any Kyria products or services sold through the Program, including, without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage. Kyria makes no representation that the operation of our site will be uninterrupted or error-free and we shall not be liable for the consequences of any such interruptions or errors.
NEITHER KYRIA NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH WITH THIS AGREEMENT, THE PROGRAM OR YOUR PARTICIPATION IN THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSION INCOME PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. This clause survives the termination of this Agreement.
17. Indemnification
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR SITE (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR SITE OR ANY MATERIALS THAT APPEAR ON YOUR SITE, INCLUDING THE COMBINATION OF YOUR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), (E) YOUR TAXES AND DUTIES OR THE COLLECTION, PAYMENT, OR FAILURE TO COLLECT OR PAY YOUR TAXES OR DUTIES, OR THE FAILURE TO MEET TAX REGISTRATION OBLIGATIONS OR DUTIES, OR (F) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. WE OR OUR NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY KYRIA’S PARTY, INCLUDING THROUGH SPECIAL MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS, INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION. THE AFFILIATE’S OBLIGATION OF INDEMNITY UNDER THIS CLAUSE SURVIVES THE TERMINATION OF THIS AGREEMENT.
18. Jurisdiction/Venue
Any dispute relating in any way to the Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates will be subject to the governing law and disputes provision for our site set forth as follows:
All parties in this Agreement agree that any dispute relating in any way to the Program or this Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of Washington, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights. Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Program and Kyria Materials are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
19. References/Testimonials
The Affiliate agrees to cooperate with us in the development of testimonies and other such marketing material. The Affiliate grants us unlimited rights to reference the Affiliate in any and all marketing materials, without further compensation.
20. Notices
All notices from you to us, required under this Agreement shall be sent via e-mail using the contact information on file held by Kyria or Share-a-Sale.
21. Integration
This Agreement constitutes the final and complete agreement between you and Kyria regarding the Program and supersedes all prior and contemporaneous, understandings, agreements and communications, written or oral, with respect to the subject matter hereof.
22. Acknowledgement and Acceptance
By submitting this application and clicking the link below, you hereby certify that you are authorized to act on behalf of the Affiliate and that you have read and accepted the terms, conditions and disclosures associated with this Agreement.