SPIbelt Online Affiliate Agreement (United States Only) This SPIbelt Online Affiliate Agreement (the “Agreement”) is entered into this 18 day of February, 2022, by SPIbelt, LLC, a Texas limited liability company. WHEREAS, this Agreement sets forth the understanding of the parties described herein; and WHEREAS, SPIbelt and the Online Affiliate agree as follows:1. PurposeSPIbelt, LLC (“SPIbelt”) has unilaterally decided that its business interests are best served through the adoption of this Agreement. SPIbelt designs, manufactures and markets products under the SPIbelt premium brand, which identifies those products to the consuming public as having characteristics of excellence and superior quality. SPIbelt has invested significant resources in product design, development and marketing to build and maintain its reputation for high quality products and to generate goodwill in all the SPIbelt brands. All policies of and in ShareASale affiliate applications are incorporated here as cross reference.2. Online Affiliate CoverageThis Agreement applies to all SPIbelt products offered for sale and sold by the Online Affiliate in the United States and sets forth the terms and conditions under which SPIbelt authorizes the Online Affiliate to feature SPIbelt products (“Products”) online.3. Territorial LimitationsOnline Affiliate may only offer to sell and sell Products that ship within the United States and its territories. This territorial limitation must be clearly specified on the Online Affiliate’s website. SPIbelt only distributes products from SPIbelt.com within the U.S.4. Product and Brand RepresentationSubject to the terms and conditions of this Agreement and as further described below, during the term of this Agreement, SPIbelt authorizes the Online Affiliate to use only the SPIbelt logo, trademarks, trade names, Product images and online creative assets, keywords and hyperlinks provided by SPIbelt specifically for Affiliates only in a manner pre-approved by SPIbelt in writing. Online Affiliate may not source additional SPIbelt brand assets without written approval.4.1. All Product names and trademarks must be accurate with correct spelling as set forth on www.SPIbelt.com. SPIbelt brand name and Products must be spelled correctly and in full on the Online Affiliate website. The name SPIbelt always appears in text as SPI in capital letters, with belt in lower case. If the Online Affiliate misuses the Product names and trademarks , Online Affiliate shall promptly correct any errors.4.2. SPIbelt’s intellectual property rights are identified in Section 10 below. As the exclusive owner of its intellectual property, SPIbelt reserves the right at any time to change, modify or delete the limited use of its trademarks including but not limited to use of any trademarks as pay-per-click search advertising copy.4.3. SPIbelt does its best to ensure product availability. It is the responsibility of the Online Affiliate to check product availability of linked products. SPIbelt will not be responsible if a link goes to a product that is not available.5. Online Affiliates Representation5.1. An Online Affiliate must state that it has a direct relationship with SPIbelt. Product reviews should carry a disclaimer per FTC Disclaimer Guidelines. 5.2. Online Affiliate must not bid on, purchase or use the online search terms “SPIbelt, LLC”, “SPIbelt”, “www.SPIbelt.com”, or other trademarks, or branded keywords, Product names or any misspelling or variant thereof on websites, search engines, search portals, or like websites.5.3. SPIbelt Products may only be advertised on the domain/s name/s that the SPIbelt has previously approved and no other domain names.5.4. Only the SPIbelt.com website will transact the sale of the Products.5.5. Online Affiliate will use only the links provided by SPIbelt and will not create their own hyperlinks. This ensures that all Online Affiliate links to SPIbelt.com are to be “no-follow”.5.6. Hyperlinking: Affiliates linking from their blog/site should use the “rel nofollow” attribute. For instance "My favorite running belt is product-name ." - For more information see > https://webmasters.googleblog.com/2019/09/evolving-nofollow-new-ways-to-identify.htmlLinks in social media sites don’t need the nofollow attribute however they should carry tracking IDs within linksAffiliates should keep tracking ids within urls to receive credit for sales. Use ShareASale links in all creatives intended to generate sales.6. Online AdvertisingThe Online Affiliate may promote the Products through online advertising, including pay-per-click search advertising, display advertising, email, social media advertising and marketing, and mobile advertising.6.1. If the Online Affiliate features the price of an SPIbelt product that price should match the price displayed on SPIbelt.com.6.2. Advertising Message: While the Online Affiliate is free to present and advertise SPIbelt Product, the following words and phrases may not be associated with the SPIbelt brand and SPIbelt Products in any online advertising or on an Online Affiliate website or social page: “blow out”, “cheap”, “discount(ed)”, “discounter”, “savings”, “save”, “markdown”, “clearance”, “for less”, “best price”, “$XXX off”, “coupon”, “coupon code”, “lowest price”, “lower price”, “unbeatable price”, “bargain”, “under $XXX”, “below $XXX”, “budget price”, “steal”, “reduction”, “reduce(-d)”, “price slash”, “slashed prices”, “price-cut”, “decreased price”, "blowout", "$XXX savings", a strike through of SPIbelt’s MSRP pricing (e.g., ($125.00)) and "% off.”7. Warranty and Limitations of Liability The Online Affiliate should conspicuously post and comply with any warranty and limitations of liability requirements applicable to any Products sold on the website.8. Registered URLsThe Online Affiliate may not register any URL using SPIbelt trademarks, including but not limited to “SPIbelt, LLC” or any Product, collection, or series names or any misspelling variation thereof including typos or alphanumerics. If an Online Affiliate is found to own this type of URL, the Online Affiliate agrees it will transfer the domain ownership to SPIbelt and it will be responsible for all related costs.9. Intellectual PropertySPIbelt is the sole owner of all intellectual property rights associated with its products, including, but not limited to, all patent licenses, copyrights, registered and applied-for trademarks, trade names, brands, images, descriptions, and likenesses of its products ("Intellectual Property"). No alterations or assignments to SPIbelt’s Intellectual Property will be allowed without prior written consent from SPIbelt. SPIbelt reserves the right to revoke Intellectual Property use privileges at any time for any reason without prior notification or warning to the Online Affiliate. The Online Affiliates acknowledges that SPIbelt is the owner of the Intellectual Property and confirms and agrees that any use of the Intellectual Property by the Online Affiliates and any goodwill generated by its use by the Online Affiliate shall ensure the exclusive benefit of SPIbelt. 10. SPIbelt Advertising Contributions To support the Online Affiliate, SPIbelt contributes the cost of all marketing materials such as the SPIbelt website, product images, product descriptions, printed materials, public relations, traditional and digital media to support its brand and in doing so furnishes a limited right to use to SPIbelt Intellectual Property for the express purpose of supporting the Online Affiliates online advertising of SPIbelt products. All online advertisements using SPIbelt products or any SPIbelt Intellectual Property must fully comply with all local, state and federal laws on advertising.11. Agreement Modifications SPIbelt reserves the unilateral right to modify, suspend, or discontinue this Agreement, in whole or in part at any time.12. Compliance with Laws The Online Affiliate must comply with all federal, state, and local laws while advertising and selling SPIbelt products, including but not limited to all truth-in-advertising laws.13. Contact Information All questions or comments regarding this Agreement are to be directed to the Online Affiliate administrator at marketing@SPIbelt.com.
