AFFILIATE PROGRAM AGREEMENT This Affiliate Program Agreement (the “Agreement”) is madeBETWEEN: San Diego Hat Company (the “Owner”), a corporation organized and existed under the laws of the State of California, with its head office located at : 2875 Whiptail Loop ECarlsbad, CA 92078 And : [ You, the Affiliate](the “Recipient”) , an individual or business entity. In consideration of the terms of this agreement, the parties agree as follows:The recipient represents and warrants to the owner that the recipient has read and understood the Privacy Policies and agrees to the terms set forth herein. For purposes of this Agreement, the term “the Recipient” refers to the individual or legal entity who applies for and is accepted into the Affiliate Program. The term “the Owner” refers to San Diego Hat Co who is also the sponsor of the Affiliate Program. The term “the Owner’s website” refers to the website that the owner maintains at www.sandiegohat.com. “Merchandise” means all the products, merchandise and stock that is offered by the Owner for sale through its website. AFFILIATE PROGRAM REGISTRATION To register for the Affiliate program, the recipient must complete and submit to the Owner an Affiliate Program Application Form. The form is included on the Owner’s website and can be completed and submitted through its website. APPROVAL OR REJECTION OF AFFILIATE PROGRAM APPLICATION The owner reserves the right to approve or reject ANY Affiliate Program Application at its sole and absolute discretion. The recipient will have no legal recourse against the Owner for the rejection of the Recipient Affiliate Program Application.TERMINATION AFTER ACCEPTANCEEven after the owner has accepted the recipient as an Affiliate Program member, the owner reserves the absolute right to rescind or terminate the recipient affiliate status for any reason in its sole and absolute discretion. Violation of the terms and conditions of the contract will also result in termination. FINANCIAL RESPONSIBILITIES The recipient will be fully responsible for all costs and expenses of maintaining and marketing the owner’s website and social media channels, including but not limited to all costs associated with the creations, hosting, modification and improvements to the recipients digital marketing channels like but not limited to the recipients website, social media account ( like but not limited to Facebook, Instagram, Tik Tok, Twitter, Pinterest ). Unless notified on a separate contract with the sole purpose of paid social promotions, the owner does not assume responsibility for any costs or expenses incurred to create or market the content on the owner’s behalf. The owner is not responsible for any matter pertaining to the recipient’s site or the content thereof. The recipient holds the owner harmless and indemnifies the owner from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to the recipient's website, social media and business. The recipient represents and warrants to the owner that its site and social media platform does not and will not contain any materials that are illegal and the recipients' site is not operated for an illegal purpose or in an illegal manner NO REPRESENTATION REGARDING INCOME POTENTIALThe owner makes no representations and warranties regarding potential income that may result from participation in this Affiliate program and specifically disclaims any and all warranties related to earning potential from the Recipient Affiliate status. COMPENSATIONA. A 15% commission will be paid to the recipient for every transaction. Commissions will be calculated based on the gross sales price. The owner reserves the right to deduct in subsequent months for any commission that the owner paid, that is for a product that is subsequently returned or refunded, or for any other reason if the previous monthly commission was overpaid or later subject to reduction. B. Commissions will only be paid on sales that are automatically and directly tracked through the owner’s online tracking system. Commissions can only be accounted for if the user places an online order. The owner cannot track any purchases made outside the website or via phone calls. Commissions will not be allocated on these instances. C. Any transaction that occurs within a 30 day period from when the user visited the site using the recipient's link will be accounted for. The cookie window expres after the 30 day period and any transaction past that time period will not qualify for commissions. D. Commissions will be automatically issued on the 20th of every month. The owner reserves the right to make any changes and adjustments prior to the payout - based on returns, refunds and exchanges. E. The owner reserves the right to reconcile or adjust the value on any transaction that is attributed to another marketing channel. Commissions will not be given for any code, offer or promotion that is not available and listed as active in this network. RIGHTS TO DIGITAL ASSETSA. Any form of content that will arise from this agreement ( Blog, Instagram Post, Reels, Stories, Facebook Post, Stories, Tik Tok Videos ) the recipient will always tag the owner on all social media platforms and/or provide a link to the owner’s website where applicable. B. The content created by the Affiliate can also be used by the owner on all Social Media Channels like but not limited to Instagram, Facebook, Tik Tok and for all digital media marketing purposes like but not limited to - Paid Social Media Ads and Display Ads. The recipient will be credited where applicable with an applicable tag to the recipient’s social media account. In cases where the direct social media profile cannot be tagged - a link or the profile handle will be used in the creative or copy. C. The owner can use the content indefinitely at their discretion on all digital marketing channels like but not limited to email, sms and websites. The recipient will always be credited with their profile handle. Restrictions on tags based on the platform being used may apply. The owner will do its due diligence to credit the recipient in all instances. D. The owner reserves the right to use any content created for the owner as part of the Affiliate Program on any digital and social media platform for all marketing and advertising purposes. E. All content ( photos and videos) created by the recipient as part of this Affiliate Program for the owner , when used in all digital marketing and paid promotional ads and efforts, the content will always be linked to the owner’s website and will not be directed to the recipient’s website or social media profile. TRADEMARKS AND COPYRIGHTS The recipient will have a non-exclusive, limited term license to use the trademarks, logos and copyrighted materials that the owner provided solely for the use on designated social media platforms and websites that the recipient designates on the Program Application. The recipient may only use the images that the owner specifically makes available to the Owner Affiliate members under the Creative Section. The recipient may not distribute, reproduce, modify, amend these images in any way. The sole purpose of the creative assets supplied by the owner is to promote the Owner’s website and Social Media Platforms. No other use of the creative is permitted. The license is valid for the term the Recipient remains an Affiliate Partner on the owner’s Affiliate Program. The owner does not allow trademark, trademark plus bidding or any misspellings of the brand name. Paid keyword ads that bid on terms relating to San Diego Hat Company are nor allowed. Those forbidden paid terms include but are not limited to San Diego Hat, San Diego Hat Co, San Diego Hat Company, San Diego Hat Company Coupons, San Diego Hat Coupons, San Diego Hats. Any variations or misspellings are also prohibited. If the owner finds any trademark infringements , all commissions will be forfeited and the recipient will be banned from promoting San Diego Hat Company. Violations of such may lead to further penalties at the owner’s discretion. CUSTOMER’S PROVENANCEAll parties who make purchases through the Owner’s website, regardless of whether they may have reached its website through the link from the recipient’s website or social media channels, are deemed to be the owner's customers and not the recipients. The owner will have the right to contact these customers and send future marketing offers to them. The recipient will have no right to commissions on subsequent purchases that may be made by these customers, except for subsequent purchases that fall within the 30 day cookie window. PRODUCT AVAILABILITY The owner cannot guarantee product availability or the terms of any price or special promotion or offer. For instances when the recipient is promoting specific products, if the product is out of stock, the owner cannot compensate for any lost sale/transaction. REPRESENTATIONS AND WARRANTIES The recipient hereby represents and warrants to the owner to have the complete power and authority to enter into this agreement and that this agreement constitutes a valid and legally enforceable agreement. The recipient’s entry of this agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations and is not in violation of any court of administrative order. TERM The effectiveness of this Agreement shall not commence until the recipient's Affiliate Program Application is accepted by the owner. The effectiveness and binding effect hereof shall occur upon the Owner’s acceptance of the recipient Affiliate Program Application. The agreement shall remain in full force and effect until terminated by the recipient or the owner. Either the owner or the recipient have the right to terminate this agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with this Agreement. TERMINATION The recipient will forfeit all right to receive past commissions that may have accrued to the recipient if the agreement is terminated as a result of the recipient's failure to comply with the terms of this agreement or any policies or procedures of Affiliate Program that may be established and amended at three owner’s discretion from time to time. If this agreement is terminated for any other reason, the recipient will have the right to receive its accrued commissions through the effective date of termination. The owner has the right to withhold final commission payments for sufficient time in order to assure that the amount paid to the recipient is accurate and not subject to later adjustments or returns or any other reason. MODIFICATIONS The owner reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Affiliate Program and the terms and conditions of this agreement upon notice to the recipient. Notice of any changes may be given via Email to the recipient or by posting such changes in the Affiliate Program sections of the owner’s website. Such changes and modifications will take effect upon transmission of email or posting on the owner’s website. At any point if such modifications are unacceptable to the recipient, the recipient may terminate participation in the Affiliate Program with a written notice to the owner. If the recipient continues to participate following such modifications, the recipient will be deemed to have accepted any and all such changes. LIABILITIES A. The owner disclaims any and all warranties and liability related to any downtime or failure for users to be able to access its website or to access its website using the link from the recipient’s website or social media channels. Furthermore, the owner shall not be responsible for and hereby disclaims any and all warranties related to itss website, the Affiliate Program , the recipient participation in the Affiliate program, the recipient’s ability to make any commission orr otherwise profit through the participating in this affiliate program, including but not limited to any warranty of fitness for any particular purpose or merchantability, non-infringement, or any claim made baked upon the owner’s course of dealing or usage of trade. The ownde does not represent or warrant that its swebite or any application, including but not limited to its link tracking features will be error free or that they will function without interruption. B. The owner shall not be responsible for any direct or indirect damages or liabilities of any nature, including but not limited to incidental, consequential indirect or special damages, loss profits lost business opportunity or any other damages, regardless of whether the owner was or have been advised of the possibility of the same and took no action to prevent the same. C. Without limiting the foregoing, the owner's total liability for any damages arising hereunder shall never exceed the total commissions paid and payable by the Owner to the recipient. No additional compensation will be accommodated. CONFIDENTIALITY In the event that any information disclosed to the recipient through the recipient’s participation in the Affiliate Program related in any way to the owner company and busisnesss which the owner deems to be confidential and proprietary, the recipient agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the recipient’s own purposes. Confidential information includes any and all information related to the owner’s business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information and all other information which the owner considers to be confidential and proprietary. INDEMNIFICATION The recipient hereby indemnifies and holds the owner and all of the owner stockholders, officers, directors, manager, employees , contractors, affiliates, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements including all costs and attorney fees related thereto, that the owner may incur and which are based in whole or in part upon the recipients participating in the Affiliate Program any claims that any of the recipient trademarks and other proprietary material infringe upon the rights of any other party, the recipient break of any term, covenants, condition, representation or warranty contained in this agreement or any policies of participation in the Affiliate program or any claim related directly or indirectly to the Recipient use, operation or the content of the recipient’s website. RELATIONSHIP OF THE PARTIES The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The recipient shall not hold itself out as an agent or representative of the owner. ENTIRE AGREEMENTThis agreement is only for the benefit of the party that the recipient list in the Affiliate Program Application. The recipient shall not have any right to assign this agreement or any benefits or obligation hereunder to any other party or legal entity. This agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussion, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. This agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein, Any waiver of a breach or default under this agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein. If any provision or term of this agreement is held to be invalid for any reason, it shall not affect the enforceability of the remainder of this agreement or any other term or condition of this agreement. In witness whereof, the parties have executed this agreement as of the date signed below by both parties.OWNER RECIPIENT _______________________ _______________________Authorized Signature Authorized Signature ______________________ ______________________Print Name Print Name ______________________ ______________________Date Date
