Repechage
Program Terms
REPÊCHAGE AFFILIATE PROGRAM AGREEMENT
This Repêchage Affiliate Program Agreement (“Agreement”) sets forth the terms and conditions that apply to your participation in the Repêchage Affiliate Marketing Program (“Program”). Please read this Agreement carefully before submitting your application to participate in the 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 REPRESENT THAT YOU (“AFFILIATE” OR “YOU” OR “YOUR”) HAVE READ, FULLY UNDERSTAND AND AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT WITH SARKLI-REPECHAGE, LTD. (“WE” “ OR “US” OR “REPÊCHAGE”).
1. ENROLLMENT
A. The Program is managed by ShareASale.com, Inc. (“ShareASale”). To apply for enrollment in the Program, you must first sign up as an affiliate of ShareASale and you must agree to ShareASale’s Affiliate Service Agreement, the terms of which are hereby incorporated by reference. This Agreement shall be effective upon ShareASale’s acceptance of your merchant link sign-up request and your linking and/or participation in the Program.
B. To link to and participate in the Program, you must be registered as an affiliate with ShareASale and request to be linked to the merchant Repêchage. Your request to register may be rejected by ShareASale or Repêchage for any reason or no reason at ShareASale’s or Repêchage’s sole discretion.
C. The domain of your username/email address must match the URL submitted in your application. All of the websites that you use must be included in your profile.
2. WEBSITE RESTRICTIONS
As a condition of participation, your website(s) must not:
(a) Contain any content that is unlawful, harmful, discriminatory, harassing, threatening, defamatory, obscene, pornographic, sexually explicit or otherwise objectionable.
(b) Contain any content that misrepresents our brand or our products.
(c) Contain any software for driving Internet traffic to any other website, or that enables the diversion of affiliate commission from another website.
(d) Contain any viruses, Trojan horses or other programming that is intended to interfere with or damage any system, data or personal information.
(e) Use spy ware, ad ware or parasite ware for driving traffic.
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(f) Infringe on Repêchage’s or on any third party’s rights, including without limitation, intellectual property, privacy or publicity rights.
(g) Otherwise violate any law or regulation.
3. LINKING AND PARTICIPATION
Upon acceptance to the Program, you will have access to our link through the ShareASale affiliate website. You agree to comply with the following rules of participation:
(a) You will list all domains that use your affiliate link in your affiliate profile on the ShareASale affiliate website.
(b) You will not modify the linking code in any way.
(c) You will not copy the Repêchage website.
(d) You will use Links and Images provided by Repêchage through ShareASale.
(e) You will not use false or misleading links on your websites, or use redirects to deceive us as to the origin of a click.
(f) You will use our link exclusively for our affiliate program and will not create a link that also contains tracking for another affiliate program.
(g) You will not advertise Repêchage products on websites that you do not own (including without limitation, Amazon, eBay, Google Product Search or any price comparison engines), unless otherwise agreed by an officer of Repêchage in writing.
4. TRADEMARKS
A. Upon acceptance into the Program, and subject to the terms and conditions of this Agreement, Repêchage grants you a limited, non-exclusive, revocable, royalty-free, non-transferable, non-sublicensable right to use the Repêchage name, and trademark, and all other names and trademarks owned by Repêchage (collectively “Trademarks”) during the term of this Agreement solely in connection with the Links available through the Program.
B. You are not allowed to bid on our Trademarks and you must abide by the PPC Restriction Rules set forth in Section 5 of this Agreement.
C. You are not permitted to use our Trademarks (or any trademark confusingly similar thereto) as a domain name or part of your domain name, as a business name, email address, blog name, social media handle, social media account, page or channel, or other designation of identity or origin.
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D. Your right to use the Trademarks will cease immediately if you violate any of the terms of this Agreement.
E. You may not use any name or style suggesting or indicating that you operate under any capacity except as an Affiliate Program participant. You must not under any circumstances modify or change the Trademarks in any manner whatsoever. Any material containing the Trademarks is subject to Repêchage’s prior written approval.
F. You acknowledge Repêchage’s exclusive right, title and interest in and to its Trademarks and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of such right, title and interest. You may not in any manner represent that you have any ownership in the Trademarks or registration thereof, and acknowledge that use of the Trademarks will not create in the Affiliate any right, title or interest in or to the Trademarks. Every use of the Trademarks shall inure to the benefit of Repêchage. Affiliate shall not at any time acquire any rights whatsoever in the Trademarks by virtue of any use it may make of any of the Trademarks.
G. Upon termination of this Agreement, you must immediately cease and desist from all use of the Trademarks.
H. You acknowledge that your failure to cease the use of the Trademarks upon termination of this Agreement will result in immediate and irreparable damage to Repêchage. You acknowledge and agree that besides any remedy at law for such failure, Repêchage shall be entitled to equitable relief by way of temporary and permanent injunctions and such other and further relief as any court with jurisdiction may deem just and proper.
5. PAY-PER-CLICK (“PPC”) RESTRICTION RULES
Repêchage does not allow bidding on Repêchage’s trademark terms (or derivatives or misspellings thereof) by Affiliates for paid search advertising in any search engine.
Affiliates participating in our Program must comply with the following PPC restriction rules:
(a) You may not bid on any of Repêchage’s trademark terms (as listed below or thereafter updated) or any variations, derivatives or misspellings thereof for search or content-based campaigns on Google or any other network.
Trademark terms
Repêchage
Repechage
Repechage+
"Repechage,"
[Repechage]
Repechage
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Repêchage®
Beauty from the Sea
Four-Layer Facial
4 Layer Facial
Peppermint Sea Twist
Hydra 4
Red-Out
Hydra Blue
Biolight
Hydra Refine
Hydra Dew
Hydra Medic
Hydra Soleil
Hydra-Amino 18
Vita Cura
Opti-Firm
Opti-Lift
Rapidex
Algo Mist
Hydro-Complex
C-Serum
Fusion
Sea Spa Body
T-Zone
Vita Cura Body
Vita Cura Gold
Mineral Face Shield
Algo Mist
Glyco-Sea
Seasmooth Artisan Seaweed Wax
Sea Cleanse
Say Goodbye to Dry
www.repechage.com
www.beautyfromthesea.com
www.lydiasarfati.com
This list may be modified by Repêchage at any time at its sole discretion.
(b) You may not use any of Repêchage’s trademark terms in sequence with any other keyword.
(c) You may not use Repêchage trademark terms in the title, ad copy, display name and/or display URL of your advertisement.
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(d) Your ads may not direct link to our site. All paid search ads must direct visitors to your website.
Repêchage may suspend or terminate your participation in the Program immediately if you perform any PPC bidding that uses our trademark terms or if you otherwise violate our PPC Restriction Rules.
6. COUPON GUIDELINES
Affiliates may not offer any discounts, credits or refunds on the Repêchage products, without Repêchage’s prior written consent in each instance. You may only use coupons and discounts that are provided exclusively through the Program, using the banners and links provided through the Program. Any violations of the terms and conditions for links, coupons, refunds, credits or discounts will constitute material breach of this Agreement, and may result in your suspension or termination from the Program or the withholding of Commission.
7. LINKS AND IMAGES
A. Repêchage will provide to the Affiliates, through the ShareASale website, graphic and textual images ("Images") that may be used to identify your website as a Program participant and that will establish links (“Links”) from your website to our website, www.repechage.com.
B. Subject to the terms and conditions of this Agreement, you may post Links on your website during the term of this Agreement. Affiliate will cooperate with Repêchage in establishing and maintaining Links. You may display only those Images provided to you by Repêchage through ShareASale. You understand and agree that Repêchage may replace, update or discontinue Images to be used for the Program at any time in our sole discretion. Upon request, you will promptly remove any Image from your website and replace it with a new Image provided by us or ShareASale.
C. You may not modify banner ad link codes at any time as this will cause errors in reporting commissionable sales.
D. The Links directing your site visitors to our site may not modify the look or feel of our website, or its functionality.
E. You must comply with our Image use policy. Images and all copyrights thereto belong exclusively to Repêchage. The Images may be used by the Affiliate, during the term of this Agreement, subject to the terms and conditions of this Agreement, solely in connection with the Program. Any other use is strictly prohibited.
F. The Images may only be used exactly as is and must not be modified, edited, or manipulated without Repêchage’s prior express written consent which may be withheld at Repêchage’s sole discretion. All Images must be credited to Repêchage as follows: © Sarkli-Repêchage, Ltd. All Rights Reserved. Upon request, Affiliate shall provide Repêchage with samples of materials displaying Images. If Repêchage determines that any use of Images is improper, Repêchage will notify Affiliate, and Affiliate will immediately discontinue such use.
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G. Affiliate may share the Images on social media solely in connection with the Program provided that Affiliate tags @repechage and gives photo credit to @repechage in the caption of its post.
H. Affiliate may not use the Images to promote and/or sell any products other than Repêchage. The Images may only be used during the effective term of this Agreement. Affiliate shall immediately and automatically cease and desist from using the Images for any purpose whatsoever upon termination of this Agreement.
I. Repêchage and/or ShareASale may review your site at any time to ensure that you are in compliance with these terms.
8. AFFILIATE'S OBLIGATIONS
A. Affiliates will actively participate in the Program by using the Links provided on the ShareASale website.
B. Affiliate is responsible for all costs and expenses incurred by Affiliate in connection with participation in the Program and performance of this Agreement, including any compliance activities.
C. Affiliate will keep its application with ShareASale updated and list all websites that it is using to direct traffic to Repêchage.
D. Affiliate agrees to reasonably cooperate with Repêchage with respect to any applicable tax compliance requirements and will provide documentation (such as an annual declaration that they do not perform any solicitation activities in their State that would cause nexus, if applicable).
9. COMMISSIONS
A. Once you are accepted into the Program, you will earn an affiliate commission (the "Commission") on eligible purchases on www.repechage.com. A purchase is considered eligible for Commission if a customer clicks through a Link (provided to you by Repêchage through the Program) to the Repêchage website (www.repechage.com) and completes a purchase for which Repêchage is paid in full.
B. Repêchage is responsible for authorizing Commission payments and ShareASale will be solely responsible for making Commission payments in accordance with the ShareASale Affiliate Service Agreement. Information such as the current rate of Commission, method and timing of payments will be set forth on ShareASale’s affiliate website. Repêchage may modify the Commission rate from time to time, in its sole discretion.
C. Repêchage reserves the right to reverse orders due to order cancellations, returns, refunds, disputed charges, and Program violations. In this case, Commission will be adjusted accordingly.
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Furthermore, Repêchage reserves the right to deduct, withhold, and set off from your Commission any amount you owe Repêchage.
10. COMPLIANCE WITH LAWS
Affiliate agrees to comply with all applicable laws, rules and regulations relating to participation in the Program, including, without limitation:
(a) CAN-SPAM Act of 2003 or any other all laws, rules, regulations, and ordinances relating to sending emails; and
(b) Section 5 of the FTC Act (which prohibits “unfair or deceptive acts or practices in or affecting commerce”); and
(c) FTC's disclosure rules regarding endorsements, including disclosure of the affiliate relationship as required (https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking).
For clarity, Affiliate may not send any emails that advertise our products without Repêchage’s prior written authorization. If authorization is provided, Repêchage must be included on the email distribution list (as info@repechage.com). Affiliate is not permitted to send any materials promoting Repêchage via regular mail without Repêchage’s prior written authorization in each instance. Furthermore, Affiliate may not transmit any text messages or faxes, or engage in any telemarketing related to Repêchage.
11. CUSTOMER DATA
Customers who access our website by clicking through the affiliate link to our website are considered customers of Repêchage (regardless of whether they complete a purchase). Repêchage’s procedures for order processing, shipping and customer service will apply and Repêchage will own all rights, title and interest in all names, addresses and other identifying information of customers accessing our website ("Customer Data") which is collected by Repêchage. Affiliate may not use any such Customer Data. Furthermore, product pricing is established by Repêchage and may not be changed by the Affiliate. Repêchage may withhold Affiliate commissions, suspend and/or terminate this Agreement if you violate this policy.
12. TERM AND TERMINATION
A. This Agreement shall be effective as of the date your ShareASale merchant link sign-up request is accepted and shall continue until either party terminates the Agreement.
B. Either Repêchage or Affiliate may terminate this Agreement at any time, with or without cause, by giving the other party written notice of such termination.
C. Subject to the terms and conditions of this Agreement, you will be entitled to receive Commission earned prior to the date of termination. No further Commission shall accrue or be earned as of the date of termination.
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D. Upon termination, all rights and/or licenses granted to you pursuant to the Program shall cease and you shall immediately remove all Links, code, Images, Trademarks or any other materials received through the Program from your website(s).
13. CONFIDENTIALITY
In connection with the Program and this Agreement, you shall have access to or obtain certain proprietary or confidential information (“Confidential Information”) belonging exclusively to Repêchage, which is designated as confidential or should reasonably be understood to be confidential, including, without limitation, customer data, business plans, documents, files, intellectual property, the contents of this Agreement, the details of the Program, the Commission structure and all other information available to you through the ShareASale website which is not available to the general public. You hereby recognize the proprietary and sensitive nature of this Confidential Information, and shall not, now or at any time in the future use, disclose, or in any other way utilize or disseminate such information in any manner except as expressly authorized by an officer of Repêchage in writing.
14. DISCLAIMER AND LIMITATION OF LIABILITY
A. REPÊCHAGE MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE RELATED TO THE PROGRAM. ALL PROGRAMS, MARKETING MATERIALS AND PRODUCTS HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. REPÊCHAGE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE FULL EXTENT PERMITTED BY LAW), REGARDING THE PROGRAMS, MARKETING MATERIALS, PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
B. IN NO EVENT WILL REPÊCHAGE BE LIABLE TO AFFILIATE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF REVENUE OR GOODWILL OR LOST BUSINESS ARISING OUT OF OR RELATING TO THE PROGRAM, OR THIS AGREEMENT, OR PERFORMANCE UNDER THIS AGREEMENT, EVEN IF REPÊCHAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
C. IN NO EVENT SHALL REPÊCHAGE’S LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION PAID TO YOU UNDER THIS AGREEMENT.
15. INDEMNIFICATION
Affiliate agrees to defend, indemnify and hold harmless Repêchage against any and all suits, actions, claims, complaints, judgments, debts, obligations, losses, damages, or rights of action of any kind or nature (collectively “Claims”) and all costs and/or attorneys’ fees, arising out of, or relating to
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(a) any acts, omissions, statements or representations of the Affiliate or (b) breach of the Agreement by the Affiliate, including, without limitation, any misuse of our Trademarks, Images or other intellectual property.
16. MODIFICATION
Repêchage shall have the right to modify these terms and conditions at any time, at our sole discretion. If you disagree with any modification, you may terminate this Agreement and end your participation in the Program. You understand and agree that if you continue to participate in the Program following a posted modification your continued participation constitutes binding acceptance of the modified term.
17. GENERAL
This Agreement shall not render Affiliate an employee, partner, joint venturer, agent or legal representative, of Repêchage for any purpose. Affiliate will remain an independent contractor in its relationship to Repêchage. Affiliate shall not assign any of its rights under this agreement, or delegate the performance of any of its duties hereunder. Subject to the foregoing, this Agreement, and all covenants, terms, provisions, and agreements contained herein shall be binding upon, and shall inure to the benefit of the parties’ respective successors, assigns, transferees, legal representative or heirs. This Agreement shall in all respects be interpreted, construed and governed by the laws of the State of New York, without regard to its conflicts of law principles. Both parties agree that any dispute arising under this Agreement shall be brought in the state or federal courts located in the State of New York, County of New York, and the parties hereto consent to the jurisdiction and venue of such courts. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof. It is agreed that there are no representations, promises, warranties, collateral agreements or conditions of any kind made by or on behalf of either party affecting this Agreement, other than as expressed herein in writing, and the parties hereto acknowledge that this Agreement contains all the terms, conditions and provisions agreed upon between the parties hereto and is not subject to any oral agreement or undertaking of any kind. Waiver by one party hereto of any breach or alleged breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any concurrent, prior or succeeding breach of said provision or any other provision of this Agreement. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, in whole or in part, such determination will not affect any other provision of this Agreement. If possible, the provision in question shall be modified (to minimum extent necessary) so as to be rendered valid and enforceable. Any notices required to be given hereunder shall be delivered by hand or courier or sent by certified mail, return receipt requested, to the parties at their respective addresses as set forth at the beginning of this agreement. Each party executing this Agreement represents that he or she has full power and authority to bind the entity on whose behalf he or she has executed same.
This Repêchage Affiliate Program Agreement (“Agreement”) sets forth the terms and conditions that apply to your participation in the Repêchage Affiliate Marketing Program (“Program”). Please read this Agreement carefully before submitting your application to participate in the 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 REPRESENT THAT YOU (“AFFILIATE” OR “YOU” OR “YOUR”) HAVE READ, FULLY UNDERSTAND AND AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT WITH SARKLI-REPECHAGE, LTD. (“WE” “ OR “US” OR “REPÊCHAGE”).
1. ENROLLMENT
A. The Program is managed by ShareASale.com, Inc. (“ShareASale”). To apply for enrollment in the Program, you must first sign up as an affiliate of ShareASale and you must agree to ShareASale’s Affiliate Service Agreement, the terms of which are hereby incorporated by reference. This Agreement shall be effective upon ShareASale’s acceptance of your merchant link sign-up request and your linking and/or participation in the Program.
B. To link to and participate in the Program, you must be registered as an affiliate with ShareASale and request to be linked to the merchant Repêchage. Your request to register may be rejected by ShareASale or Repêchage for any reason or no reason at ShareASale’s or Repêchage’s sole discretion.
C. The domain of your username/email address must match the URL submitted in your application. All of the websites that you use must be included in your profile.
2. WEBSITE RESTRICTIONS
As a condition of participation, your website(s) must not:
(a) Contain any content that is unlawful, harmful, discriminatory, harassing, threatening, defamatory, obscene, pornographic, sexually explicit or otherwise objectionable.
(b) Contain any content that misrepresents our brand or our products.
(c) Contain any software for driving Internet traffic to any other website, or that enables the diversion of affiliate commission from another website.
(d) Contain any viruses, Trojan horses or other programming that is intended to interfere with or damage any system, data or personal information.
(e) Use spy ware, ad ware or parasite ware for driving traffic.
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(f) Infringe on Repêchage’s or on any third party’s rights, including without limitation, intellectual property, privacy or publicity rights.
(g) Otherwise violate any law or regulation.
3. LINKING AND PARTICIPATION
Upon acceptance to the Program, you will have access to our link through the ShareASale affiliate website. You agree to comply with the following rules of participation:
(a) You will list all domains that use your affiliate link in your affiliate profile on the ShareASale affiliate website.
(b) You will not modify the linking code in any way.
(c) You will not copy the Repêchage website.
(d) You will use Links and Images provided by Repêchage through ShareASale.
(e) You will not use false or misleading links on your websites, or use redirects to deceive us as to the origin of a click.
(f) You will use our link exclusively for our affiliate program and will not create a link that also contains tracking for another affiliate program.
(g) You will not advertise Repêchage products on websites that you do not own (including without limitation, Amazon, eBay, Google Product Search or any price comparison engines), unless otherwise agreed by an officer of Repêchage in writing.
4. TRADEMARKS
A. Upon acceptance into the Program, and subject to the terms and conditions of this Agreement, Repêchage grants you a limited, non-exclusive, revocable, royalty-free, non-transferable, non-sublicensable right to use the Repêchage name, and trademark, and all other names and trademarks owned by Repêchage (collectively “Trademarks”) during the term of this Agreement solely in connection with the Links available through the Program.
B. You are not allowed to bid on our Trademarks and you must abide by the PPC Restriction Rules set forth in Section 5 of this Agreement.
C. You are not permitted to use our Trademarks (or any trademark confusingly similar thereto) as a domain name or part of your domain name, as a business name, email address, blog name, social media handle, social media account, page or channel, or other designation of identity or origin.
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D. Your right to use the Trademarks will cease immediately if you violate any of the terms of this Agreement.
E. You may not use any name or style suggesting or indicating that you operate under any capacity except as an Affiliate Program participant. You must not under any circumstances modify or change the Trademarks in any manner whatsoever. Any material containing the Trademarks is subject to Repêchage’s prior written approval.
F. You acknowledge Repêchage’s exclusive right, title and interest in and to its Trademarks and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of such right, title and interest. You may not in any manner represent that you have any ownership in the Trademarks or registration thereof, and acknowledge that use of the Trademarks will not create in the Affiliate any right, title or interest in or to the Trademarks. Every use of the Trademarks shall inure to the benefit of Repêchage. Affiliate shall not at any time acquire any rights whatsoever in the Trademarks by virtue of any use it may make of any of the Trademarks.
G. Upon termination of this Agreement, you must immediately cease and desist from all use of the Trademarks.
H. You acknowledge that your failure to cease the use of the Trademarks upon termination of this Agreement will result in immediate and irreparable damage to Repêchage. You acknowledge and agree that besides any remedy at law for such failure, Repêchage shall be entitled to equitable relief by way of temporary and permanent injunctions and such other and further relief as any court with jurisdiction may deem just and proper.
5. PAY-PER-CLICK (“PPC”) RESTRICTION RULES
Repêchage does not allow bidding on Repêchage’s trademark terms (or derivatives or misspellings thereof) by Affiliates for paid search advertising in any search engine.
Affiliates participating in our Program must comply with the following PPC restriction rules:
(a) You may not bid on any of Repêchage’s trademark terms (as listed below or thereafter updated) or any variations, derivatives or misspellings thereof for search or content-based campaigns on Google or any other network.
Trademark terms
Repêchage
Repechage
Repechage+
"Repechage,"
[Repechage]
Repechage
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Repêchage®
Beauty from the Sea
Four-Layer Facial
4 Layer Facial
Peppermint Sea Twist
Hydra 4
Red-Out
Hydra Blue
Biolight
Hydra Refine
Hydra Dew
Hydra Medic
Hydra Soleil
Hydra-Amino 18
Vita Cura
Opti-Firm
Opti-Lift
Rapidex
Algo Mist
Hydro-Complex
C-Serum
Fusion
Sea Spa Body
T-Zone
Vita Cura Body
Vita Cura Gold
Mineral Face Shield
Algo Mist
Glyco-Sea
Seasmooth Artisan Seaweed Wax
Sea Cleanse
Say Goodbye to Dry
www.repechage.com
www.beautyfromthesea.com
www.lydiasarfati.com
This list may be modified by Repêchage at any time at its sole discretion.
(b) You may not use any of Repêchage’s trademark terms in sequence with any other keyword.
(c) You may not use Repêchage trademark terms in the title, ad copy, display name and/or display URL of your advertisement.
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(d) Your ads may not direct link to our site. All paid search ads must direct visitors to your website.
Repêchage may suspend or terminate your participation in the Program immediately if you perform any PPC bidding that uses our trademark terms or if you otherwise violate our PPC Restriction Rules.
6. COUPON GUIDELINES
Affiliates may not offer any discounts, credits or refunds on the Repêchage products, without Repêchage’s prior written consent in each instance. You may only use coupons and discounts that are provided exclusively through the Program, using the banners and links provided through the Program. Any violations of the terms and conditions for links, coupons, refunds, credits or discounts will constitute material breach of this Agreement, and may result in your suspension or termination from the Program or the withholding of Commission.
7. LINKS AND IMAGES
A. Repêchage will provide to the Affiliates, through the ShareASale website, graphic and textual images ("Images") that may be used to identify your website as a Program participant and that will establish links (“Links”) from your website to our website, www.repechage.com.
B. Subject to the terms and conditions of this Agreement, you may post Links on your website during the term of this Agreement. Affiliate will cooperate with Repêchage in establishing and maintaining Links. You may display only those Images provided to you by Repêchage through ShareASale. You understand and agree that Repêchage may replace, update or discontinue Images to be used for the Program at any time in our sole discretion. Upon request, you will promptly remove any Image from your website and replace it with a new Image provided by us or ShareASale.
C. You may not modify banner ad link codes at any time as this will cause errors in reporting commissionable sales.
D. The Links directing your site visitors to our site may not modify the look or feel of our website, or its functionality.
E. You must comply with our Image use policy. Images and all copyrights thereto belong exclusively to Repêchage. The Images may be used by the Affiliate, during the term of this Agreement, subject to the terms and conditions of this Agreement, solely in connection with the Program. Any other use is strictly prohibited.
F. The Images may only be used exactly as is and must not be modified, edited, or manipulated without Repêchage’s prior express written consent which may be withheld at Repêchage’s sole discretion. All Images must be credited to Repêchage as follows: © Sarkli-Repêchage, Ltd. All Rights Reserved. Upon request, Affiliate shall provide Repêchage with samples of materials displaying Images. If Repêchage determines that any use of Images is improper, Repêchage will notify Affiliate, and Affiliate will immediately discontinue such use.
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G. Affiliate may share the Images on social media solely in connection with the Program provided that Affiliate tags @repechage and gives photo credit to @repechage in the caption of its post.
H. Affiliate may not use the Images to promote and/or sell any products other than Repêchage. The Images may only be used during the effective term of this Agreement. Affiliate shall immediately and automatically cease and desist from using the Images for any purpose whatsoever upon termination of this Agreement.
I. Repêchage and/or ShareASale may review your site at any time to ensure that you are in compliance with these terms.
8. AFFILIATE'S OBLIGATIONS
A. Affiliates will actively participate in the Program by using the Links provided on the ShareASale website.
B. Affiliate is responsible for all costs and expenses incurred by Affiliate in connection with participation in the Program and performance of this Agreement, including any compliance activities.
C. Affiliate will keep its application with ShareASale updated and list all websites that it is using to direct traffic to Repêchage.
D. Affiliate agrees to reasonably cooperate with Repêchage with respect to any applicable tax compliance requirements and will provide documentation (such as an annual declaration that they do not perform any solicitation activities in their State that would cause nexus, if applicable).
9. COMMISSIONS
A. Once you are accepted into the Program, you will earn an affiliate commission (the "Commission") on eligible purchases on www.repechage.com. A purchase is considered eligible for Commission if a customer clicks through a Link (provided to you by Repêchage through the Program) to the Repêchage website (www.repechage.com) and completes a purchase for which Repêchage is paid in full.
B. Repêchage is responsible for authorizing Commission payments and ShareASale will be solely responsible for making Commission payments in accordance with the ShareASale Affiliate Service Agreement. Information such as the current rate of Commission, method and timing of payments will be set forth on ShareASale’s affiliate website. Repêchage may modify the Commission rate from time to time, in its sole discretion.
C. Repêchage reserves the right to reverse orders due to order cancellations, returns, refunds, disputed charges, and Program violations. In this case, Commission will be adjusted accordingly.
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Furthermore, Repêchage reserves the right to deduct, withhold, and set off from your Commission any amount you owe Repêchage.
10. COMPLIANCE WITH LAWS
Affiliate agrees to comply with all applicable laws, rules and regulations relating to participation in the Program, including, without limitation:
(a) CAN-SPAM Act of 2003 or any other all laws, rules, regulations, and ordinances relating to sending emails; and
(b) Section 5 of the FTC Act (which prohibits “unfair or deceptive acts or practices in or affecting commerce”); and
(c) FTC's disclosure rules regarding endorsements, including disclosure of the affiliate relationship as required (https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking).
For clarity, Affiliate may not send any emails that advertise our products without Repêchage’s prior written authorization. If authorization is provided, Repêchage must be included on the email distribution list (as info@repechage.com). Affiliate is not permitted to send any materials promoting Repêchage via regular mail without Repêchage’s prior written authorization in each instance. Furthermore, Affiliate may not transmit any text messages or faxes, or engage in any telemarketing related to Repêchage.
11. CUSTOMER DATA
Customers who access our website by clicking through the affiliate link to our website are considered customers of Repêchage (regardless of whether they complete a purchase). Repêchage’s procedures for order processing, shipping and customer service will apply and Repêchage will own all rights, title and interest in all names, addresses and other identifying information of customers accessing our website ("Customer Data") which is collected by Repêchage. Affiliate may not use any such Customer Data. Furthermore, product pricing is established by Repêchage and may not be changed by the Affiliate. Repêchage may withhold Affiliate commissions, suspend and/or terminate this Agreement if you violate this policy.
12. TERM AND TERMINATION
A. This Agreement shall be effective as of the date your ShareASale merchant link sign-up request is accepted and shall continue until either party terminates the Agreement.
B. Either Repêchage or Affiliate may terminate this Agreement at any time, with or without cause, by giving the other party written notice of such termination.
C. Subject to the terms and conditions of this Agreement, you will be entitled to receive Commission earned prior to the date of termination. No further Commission shall accrue or be earned as of the date of termination.
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D. Upon termination, all rights and/or licenses granted to you pursuant to the Program shall cease and you shall immediately remove all Links, code, Images, Trademarks or any other materials received through the Program from your website(s).
13. CONFIDENTIALITY
In connection with the Program and this Agreement, you shall have access to or obtain certain proprietary or confidential information (“Confidential Information”) belonging exclusively to Repêchage, which is designated as confidential or should reasonably be understood to be confidential, including, without limitation, customer data, business plans, documents, files, intellectual property, the contents of this Agreement, the details of the Program, the Commission structure and all other information available to you through the ShareASale website which is not available to the general public. You hereby recognize the proprietary and sensitive nature of this Confidential Information, and shall not, now or at any time in the future use, disclose, or in any other way utilize or disseminate such information in any manner except as expressly authorized by an officer of Repêchage in writing.
14. DISCLAIMER AND LIMITATION OF LIABILITY
A. REPÊCHAGE MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE RELATED TO THE PROGRAM. ALL PROGRAMS, MARKETING MATERIALS AND PRODUCTS HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. REPÊCHAGE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE FULL EXTENT PERMITTED BY LAW), REGARDING THE PROGRAMS, MARKETING MATERIALS, PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
B. IN NO EVENT WILL REPÊCHAGE BE LIABLE TO AFFILIATE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF REVENUE OR GOODWILL OR LOST BUSINESS ARISING OUT OF OR RELATING TO THE PROGRAM, OR THIS AGREEMENT, OR PERFORMANCE UNDER THIS AGREEMENT, EVEN IF REPÊCHAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
C. IN NO EVENT SHALL REPÊCHAGE’S LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION PAID TO YOU UNDER THIS AGREEMENT.
15. INDEMNIFICATION
Affiliate agrees to defend, indemnify and hold harmless Repêchage against any and all suits, actions, claims, complaints, judgments, debts, obligations, losses, damages, or rights of action of any kind or nature (collectively “Claims”) and all costs and/or attorneys’ fees, arising out of, or relating to
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(a) any acts, omissions, statements or representations of the Affiliate or (b) breach of the Agreement by the Affiliate, including, without limitation, any misuse of our Trademarks, Images or other intellectual property.
16. MODIFICATION
Repêchage shall have the right to modify these terms and conditions at any time, at our sole discretion. If you disagree with any modification, you may terminate this Agreement and end your participation in the Program. You understand and agree that if you continue to participate in the Program following a posted modification your continued participation constitutes binding acceptance of the modified term.
17. GENERAL
This Agreement shall not render Affiliate an employee, partner, joint venturer, agent or legal representative, of Repêchage for any purpose. Affiliate will remain an independent contractor in its relationship to Repêchage. Affiliate shall not assign any of its rights under this agreement, or delegate the performance of any of its duties hereunder. Subject to the foregoing, this Agreement, and all covenants, terms, provisions, and agreements contained herein shall be binding upon, and shall inure to the benefit of the parties’ respective successors, assigns, transferees, legal representative or heirs. This Agreement shall in all respects be interpreted, construed and governed by the laws of the State of New York, without regard to its conflicts of law principles. Both parties agree that any dispute arising under this Agreement shall be brought in the state or federal courts located in the State of New York, County of New York, and the parties hereto consent to the jurisdiction and venue of such courts. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof. It is agreed that there are no representations, promises, warranties, collateral agreements or conditions of any kind made by or on behalf of either party affecting this Agreement, other than as expressed herein in writing, and the parties hereto acknowledge that this Agreement contains all the terms, conditions and provisions agreed upon between the parties hereto and is not subject to any oral agreement or undertaking of any kind. Waiver by one party hereto of any breach or alleged breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any concurrent, prior or succeeding breach of said provision or any other provision of this Agreement. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, in whole or in part, such determination will not affect any other provision of this Agreement. If possible, the provision in question shall be modified (to minimum extent necessary) so as to be rendered valid and enforceable. Any notices required to be given hereunder shall be delivered by hand or courier or sent by certified mail, return receipt requested, to the parties at their respective addresses as set forth at the beginning of this agreement. Each party executing this Agreement represents that he or she has full power and authority to bind the entity on whose behalf he or she has executed same.