Affiliate Program Agreement
This is the Affiliate Marketing Program Agreement (the "Agreement"), dated as of July 5th, 2022, between Brooklyn Brigade (“Brand”) a subsidiary brand of AW Chang Corporation, with a principal place of business at 463 7TH Avenue, Suite 605, New York, NY 10018, United States and Affiliate Marketer (“Affiliate”).
ENROLLMENT
To apply for program enrollment, Affiliate must first sign up for ShareASale, Inc., an Illinois corporation and adhere to the terms and conditions of ShareASale affiliate marketing platform. The Brand reserves the right to accept or reject any application at its sole discretion.
WEBSITE RESTRICTIONS
Participating Affiliate(s), including but not limited to websites, blogs, social media accounts, must not:
Infringe on the Brand’s or any anyone else's intellectual property, publicity, privacy or other rights.
Violate any law, rule, or regulation.
Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography, or sexually explicit materials.
Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.
Mislead or falsely advertise products or services available on the Brand website to customers.
Use any of the Brand’s Names (as defined herein) as part of the domain or sub-domain for Affiliate. Brand Names include Brooklyn Brigade, Bklyn Brigade, Brklyn Brigade. (e.g., brooklynbrigade.website.com or www.bklynbrigade-coupons.com, etc.).
REVIEW & APPROVAL
Brand reserves the right, at any time, to approve or disapprove Affiliate usage of Brand placements, banners, or links. Brand reserves the right to request changes or modifications of Affiliate usage to comply with the terms of this Agreement and the guidelines, policies, and restrictions contained herein. Once a request has been made by the Brand, Affiliate has 2 business days to respond and 5 business days to implement the action requested. If Affiliate does not make the requested changes or modifications, Brand reserves the right to terminate this Agreement effective immediately and subject to the terms herein.
COMMISSION & REVERSALS
Brooklyn Brigade uses a third-party, ShareASale, to track all payments. Affiliate will receive a commission on all qualifying purchases as agreed through ShareASale.com. A qualifying purchase occurs when a customer (not Affiliate) clicks-through the link (supplied by Brand to Affiliate) to www.brooklynbrigade.us and successfully completes a purchase for which the Brand receives and retains payment. To be a qualifying purchase, the sale must be completed by a customer that is physically located in the United States. Please review the ShareASale terms and conditions regarding payment and participation in the Program. Brand reserves the right to reverse orders due to order cancellations, duplicate tracking, returns, wholesale orders, disputed charges, and program violations as outlined in this Agreement.
LINKING TO BRAND WEBSITE
Upon acceptance as an Affiliate, links will be made available through ShareASale. When linking to the Brand website, Affiliate agrees to the following:
Affiliate must not manipulate, or mask Brand links obtained from ShareASale.
All domains that use Brand links must be listed in Affiliate profile, which can be found on the My Settings page in ShareASale account.
Affiliate will not in any way copy, resemble, or mirror the look and feel of the Brand website. Affiliate will also not use any means to create the impression that Affiliate is the Brand website.
Affiliate may not engage in cookie stuffing or include pop-ups or false or misleading links about Brand.
Affiliate may not engage in url redirection or url forwarding pertaining to Brand links.
PAY PER CLICK GUIDELINES
When participating in Pay Per Click ("PPC") advertising, Affiliate must adhere to Brand guidelines, which are as follows:
Affiliate may not bid on any of the Brand’s names, including any variations or misspellings thereof, for search or content-based campaigns on advertising networks, search services, or similar services, including but not limited to Google, Bing, or Yahoo.
Affiliate may not use the Brand’s names in sequence with any other keywords (e.g. Brooklyn Brigade Coupons).
Affiliate may not use the Brand’s names in Affiliate ad title, ad copy, display name or display URL.
Affiliate may not directly link to Brand website from any PPC ad or use redirects that yield the same result. Visitors must be directed to an actual page on Affiliate site.
Affiliate may not bid in any manner appearing higher than Brand website for any search term in position 1-5 in any auction style PPC advertising program.
If Affiliate automates Affiliate PPC campaigns, it is Affiliate’s responsibility to exclude the Brand names. It is strongly suggested to add the Brand’s names as negative keywords.
The Brand has a strict no-tolerance policy on PPC trademark bidding. Affiliate will forfeit, at minimum, all commissions from the past 30 days and Affiliate commission will be set to 0% with no notice if Affiliate engages in PPC bidding that uses Brand names.
TRADEMARKS
Upon acceptance into the Program, Brand grants Affiliate a limited, non-exclusive, revocable, royalty-free right to use the Brand trademarks within the terms of this Agreement. Affiliate will not engage in activities that will harm or adversely affect the Brand trademarks. Affiliate agrees not to use Brand website, names or any other proprietary content and materials in any manner that is disparaging, misleading, obscene or that otherwise portrays Brand in a negative light.
COUPON GUIDELINES
If Affiliate is enrolled in Brand program and promotes coupon codes, Affiliate must adhere to these following coupon guidelines:
Affiliate may ONLY advertise coupon codes that are provided to Affiliate through the Brand program on ShareASale. Posting any information about how to work around the requirements of a coupon/promotion (i.e. first time customers only) will result in Affiliate removal from the Brand program. Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
Affiliate may NOT use any technology that covers up the coupon code and generates an affiliate click by revealing the code(s).
Affiliate may NOT advertise coupon codes obtained from Brand’s non-affiliate advertising, customer e-mails, paid search, or any other advertising campaign.
Affiliate may NOT give the appearance that any ongoing offer requires clicking from Affiliate in order to redeem. For example, if all items on the site have free shipping over $100, Affiliate may not turn this into an offer that infers that the customer must click from Affiliate to get this deal.
Additionally, if (a) Affiliate ranks on the first page of Google results for terms related to Brand combined with the words coupon, coupons, coupon code, promo code, or any similar term and (b) Affiliate conversion rate exceeds 25%, then Affiliate will be entitled to a lower commission than Brand’s standard rate to offset the reduced profitability of orders, which rate is currently 2%.
ADVERTISING & PUBLICITY
Upon acceptance into the Program, Brand grants Affiliate a nonexclusive, nontransferable license (the "License") to use certain banner advertisements, button links, text links, and/or other graphic or textual material (the "Promotional Materials") for display and use on Affiliate. The term of the License shall expire upon the expiration or termination of this Agreement. Affiliate may not subcontract, assign, resell, lease, or sublicense any part of Affiliate participation in the Program or run a sub-affiliate program. Brand may make Promotional Materials available to Affiliate to display and use on Affiliate provided that the manner of display complies with the following requirements:
Affiliate may only use the Promotional Materials to promote the Brand website (and the products available thereon), and for linking to the Brand website.
Affiliate shall use only such links to the Brand Site as are provided to Affiliate by Brand.
Affiliate shall not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Brand without consent from Brand. If Affiliate wish to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Brand for such alteration of modification.
Affiliate shall not use the Promotional Materials to promote the Brand website (and the products available thereon) to customers who are not physically located in the United States.
Except as permitted under this agreement, Affiliate shall not create, publish, distribute, or print any written or visual material that makes reference to Brand’s Products or Program without first submitting that material to Brand and receiving prior written consent. If Affiliate intend to promote Brand’s Products or Program via e-mail campaigns, Affiliate must abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) and any applicable state laws and the e-mail must be sent on Affiliate behalf and must not imply that the e-mail is being sent on Brand’s behalf. Advertising known as "spamming" is unacceptable to us and could cause damage to Brand name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, Affiliate may not advertise in any way that effectively conceals or misrepresents Affiliate identity, Affiliate domain name, or Affiliate return email address. Affiliate may use mailings to customers to promote Brand Site so long as the recipient is already a customer or subscriber of Affiliate services or web site, and recipients have the option to remove themselves from future mailings. Also, Affiliate may post to newsgroups to promote Brand Website so long as the news group specifically welcomes commercial messages. At all times, Affiliate must clearly represent Affiliate self and Affiliate site as independent from Brand and Brand website. If Affiliate is spamming, Brand will consider that cause for immediate termination of this Agreement and Affiliate participation in the Program. Any pending balances owed to Affiliate will not be paid if Affiliate account is terminated due to such unacceptable advertising or solicitation.
SOCIAL MEDIA
Promotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:
Affiliates ARE allowed to promote offers to Affiliate’s own lists; more specifically, Affiliate is welcome to use affiliate links on Affiliate’s Facebook, Twitter, etc. pages. For example: Affiliate may post, “25% off sale at Brand through Wednesday with code BKLYN25.”
Affiliates are PROHIBITED from posting affiliate links on Brands pages such as Facebook, Twitter, Pinterest, etc. in an attempt to turn those links into affiliate sales.
DISCLAIMER
AFFILIATE ACKNOWLEDGES THAT AFFILIATE HAS NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL BRAND BE LIABLE TO AFFILIATE UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS OR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL BRAND’S LIABILITY TO AFFILIATE 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 FEES PAID TO AFFILIATE UNDER THIS AGREEMENT. BRAND DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF PARTICIPATION IN THE PROGRAM. ALL PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. AFFILIATE RECOGNIZES THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH BRAND WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. BRAND DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY LAW), REGARDING THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF BRAND WHATSOEVER.
INDEMNIFICATION
AFFILIATE SHALL INDEMNIFY AND HOLD HARMLESS BRAND FROM ANY CLAIM, DAMAGE, LAWSUIT, ACTION, COMPLAINT, OR OTHER COSTS ARISING OUT OF ANY WRONGFUL ACT RELATED IN ANY WAY TO AFFILIATE PARTICIPATION IN THE PROGRAM OR AFFILIATE BREACH OF THIS AGREEMENT. AFFILIATE SHALL ALSO INDEMNIFY AND HOLD HARMLESS BRAND FROM ANY DAMAGE, LOSS OR OTHER COST ARISING OUT OF THE USE OR MISUSE BY AFFILIATE OF THE TRADEMARKS OR PROMOTIONAL MATERIALS.
CONFIDENTIALITY
Any information that Affiliate is exposed to by virtue of Affiliate participation in the Program, which information is not available to the general public, shall be considered to be "Confidential Information." Affiliate may not disclose any Confidential Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Brand. Affiliate shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement.
TERMINATION
Affiliate participation in the Program shall begin upon acceptance by Brand and shall end when terminated by either party. Either party may terminate such status at any time, with or without cause. Upon termination, all licenses granted to Affiliate pursuant to the Program shall cease and Affiliate shall use best efforts to immediately remove all codes and links, references on Affiliate regarding Brand, and cease all use of Promotional Materials, Trademarks or any other trade or service marks, trade names or any other items received through or used in connection with such Program. Subject to Section 13, upon the termination of Affiliate participation in the Program for any reason, Affiliate will be entitled to receive commissions only on eligible purchases that occurred prior to such termination. Brand reserves the right to terminate the Program at any time upon notice to Affiliate.
COMPLIANCE WITH LAWS
In connection with Affiliate participation in this Program, Affiliate will comply with all applicable laws, rules and regulations, including but not limited to the following laws, rules and regulations governing marketing and promotions:
The CAN-SPAM Act of 2003
Section 5 of the FTC Act
The FTC's disclosure rules regarding endorsements
To comply with the FTC's disclosure rules regarding endorsements, Affiliate shall include a disclosure statement within any and all pages/posts where affiliate links for the Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating Affiliate for Affiliate review or endorsement. If Affiliate received the product for free from Brand, this also must be clearly stated in Affiliate disclosure.
MODIFICATION
Brand may modify these terms and conditions at any time, at its sole discretion. If Affiliate disagree with any modification, Affiliate only recourse is to terminate this Agreement. Affiliate agree that, if Affiliate continues to participate in the Program following a posted modification, Affiliate continued participation constitutes binding acceptance of the modified term.
GOVERNING LAW; JURISDICTION
This Agreement is governed by the laws of the State of New York, without regard to its choice of law principles. Affiliate hereby irrevocably consent to jurisdiction of the state and federal courts located in New York with respect to any proceeding regarding this Agreement. Affiliate will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement except in such courts.
FTC DISCLOSURE REQUIREMENTS
Affiliate shall include a disclosure statement within any and all pages/posts where affiliate links for Affiliate Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that Brand is compensating Affiliate for review or endorsement. If Affiliate received the product for free from Brand for review, this also must be clearly stated in Affiliate disclosure.
GENERAL
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.
Assignment. Affiliate may not assign this Agreement or any of its rights under this Agreement without the prior written consent of Brand, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by Brand and respective successors and assigns.
Nonwaiver. Any failure by Brand to insist upon or enforce performance by Affiliate of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and remain in full force and effect.
Relation to Other Agreements. In the event of any conflict or inconsistency between this Agreement and the ShareASale.com Agreement, the provisions of this Agreement shall prevail.
Entire Agreement. This Agreement sets forth entire agreement with respect to Affiliate participation in the Program.
