Maison Miru Affiliate Agreement
Once accepted by us as an Affiliate for a particular program (“Program”), you are agreeing to abide by the terms and conditions of this Agreement. We reserve the right to terminate or revise the Program at any time, including by providing a change notice or revised documentation or training related to the Program. Any such termination or change will be effective immediately.
You represent to us that you are over the age of eighteen (18) and that you are lawfully able to enter into this Agreement. You acknowledge and agree that you are and will remain in compliance (and will be responsible for assuring that your employees, agents and contractors comply) with the terms and conditions of this Agreement for as long as you are an Affiliate.
1. Generally. As an Affiliate you will be permitted to advertise our jewelry products (“Products”) on Your Website or other online services that you control and link to the Website (collectively, “Your Website”) and to earn advertising commissions for any purchase where a customer clicks through a special link on Your Website to our website www.maisonmiru.com (“Our Website”) during a single session during which the customer adds a Product to their shopping cart and places the order for that Product no later than 30 days following the customer’s initial click-through, and the purchase is subsequently paid for by the customer (each a “Qualifying Purchase”).
2. Application & Enrollment.
b. Your Website is unsuitable for our Program if it:
i. Promotes sexually explicit materials;
ii. Is a coupon site;
iii. Promotes violence;
iv. Promotes discrimination based on sex, religion, race or age;
v. Promotes illegal activity;
vi. Incorporates any materials which infringe or assist other to infringe any copyright, trademark or other intellectual property rights or to otherwise violate the law;
vii. Includes “Maison Miru” or any variations or misspellings in its domain name;
viii. Is otherwise in anyway unlawful, harmful, threatening, defamatory, harassing, obscene, or racially, ethnically or otherwise objectional to us in our sole discretion; and/or
ix. Contains software downloads that potentially enable diversions of commissions from other affiliates or programs.
3. Commissions & Reversals. We use a third party (ShareASale) to track all payments. You will receive a commission on all Qualifying Purchases as agreed through ShareASale. Please review the ShareASale terms and conditions regarding payment and participation in the Program. We reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in this Agreement.
4. License. We grant to you a non-exclusive, non-transferable, revocable right to (i) access Our Website through HTML links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Names") that we provide to you or authorize for such purpose. You are only entitled to use the Names to the extent that you are a member in good standing of our Program. You agree that all uses of the Names will be on our behalf and the good will associated therewith will inure to the sole our benefit. You agree not to use Our Website, Names or any other of our proprietary content and materials in any manner that is disparaging, misleading, obscene or that otherwise portrays us in a negative light. Other than the license granted in this Agreement, we retain all right, title, and interest to Our Website, Names and proprietary content and materials and no right, title, or interest is transferred to you.
5. Review & Approval. We reserve the right at any time, to review and approve of Your Website, the placement and use of our links and to require that you change or modify portions of Your Website and/or the placement or use of our links to comply with the terms of this Agreement and the guidelines, policies, and restrictions contained herein. If you do not make the requested changes or modifications, we reserve the right to terminate this Agreement effective immediately and subject to the terms herein.
6. Your Website.
a. You are solely responsible for Your Website including Your Website development, operation and maintenance and all data, content and materials that appears on or within Your Website.
b. Your Website(s) may not:
* Infringe on our or any anyone else’s intellectual property, publicity, privacy or other rights.
* Violate or be used to violate any law, rule or regulation.
* Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.
* Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to or may 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.
* Attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to Our Website, user accounts, or the technology and equipment supporting Our Website.
* Your use of any of our Names (as defined herein) as part of the domain or sub-domain for Your Website is strictly prohibited (e.g., maisonmiru.website.com or www.maisonmiru-coupons.com, etc.).
c. No Deceptive Practices. If you engage in deceptive practices, such as redirecting links by sending users indirectly to Our Website via an intermediate site or website and without requiring a user to click on a link or take some other affirmative action on that intermediate site or website, we may in our sole discretion and without notice void your current and past commissions or set your commission level to 0%.This does not include using "out" redirects from the same domain where the Affiliate link is placed. Deceptive practices also include, without limitation, transmittals of any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Our Website (i.e., no page from our site or any of our content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, Bing, Yahoo and similar search or directory engines); (c) set commission tracking cookies through loading of Our Website in IFrames, hidden links and automatic pop ups that open Our Website; (d) targets text on websites, other than those websites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
7. Linking to Our Website. Upon acceptance as an Affiliate, links will be made available to you through the ShareASale Affiliate interface. When linking to Our Website, you agree:
a. You will only use linking code obtained from the ShareASale Affiliate interface without manipulation.
b. All domains that use your Affiliate link must be listed in your Affiliate profile, which can be found on the My Settings page in your ShareASale account.
c. Your Website will not in any way copy, resemble, or mirror the look and feel of Our Website. You will also not use any means to create the impression that Your Website is Our Website or any part thereof including, without limitation, framing of Our Website in any manner.
d. You may not engage in cookie stuffing or include pop-ups or false or misleading links on Your Website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating).
e. Your Website may not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited.
f. Your Website may not offer coupons or coupon codes or similar promotions.
8. Sub-Affiliate Networks. Promoting our Products as part of a Program through a sub-affiliate network is permitted, however all sub-affiliates promoting our Products must adhere to the terms of this Agreement and any applicable terms of the Program. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Sub-affiliate networks may not allow any type of coupon sub-affiliate to promote the Program. Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of commission from sales made through any sub-affiliate that does not comply with our Program terms.
9. Pay Per Click Guidelines.
a. When participating in Pay Per Click ("PPC") advertising, you must adhere to our PPC guidelines, which are as follows:
i. You may not bid on any of our 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.
ii. You may not use our Names in sequence with any other keyword (e.g. Maison Miru Coupons).
iii. You may not use our Names in your ad title, ad copy, display name or as the display URL.
iv. You may not directly link to Our Website from any PPC ad or use redirects that yield the same result. Visitors must be directed to an actual page on Your Website.
v. You may not bid in any manner appearing higher than Maison Miru for any search term in position 1-5 in any auction style PPC advertising program.
b. If you automate your PPC campaigns, it is your responsibility to exclude our Names from your program and we strongly suggest you add our Names as negative keywords.
c. We have a strict no-tolerance policy on PPC trademark bidding. You will forfeit, at minimum, all commissions from the past 30 days and your commission will be set to 0% with no notice if you engage in PPC bidding that uses our Names. We reserve the right to add, change or modify our Names at any time without notice, and this Agreement applies to the use of any such additional Names. We further reserve the right to make modifications to the restrictions herein at any time with or without notice and you agree to be bound by all such updated terms and restrictions.
10. Compliance with Applicable Laws. You agree to comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions and other requirements of any governmental authority that has jurisdiction over you, including without limitation laws (federal, state or otherwise) that govern marketing e-mail, telephone calls and text messages.
11. Operations Outside the United States. If you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries. For example, you will comply with the European Union’s Privacy and Electronic Communications Directive if you are conducting business in or taking orders from persons in one or more of the European Union countries.
12. FTC's Advertising Disclosure Requirements. You shall comply with all FTC guidance and regulations related to advertising disclosure requirements. For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf; and the FTC's Endorsement Guidelines at business.ftc.gov/advertising-and-marketing/endorsements.
* Disclosures must be located as close as possible to the claims.
* Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g., the disclosure should be visible before the jump).
* Pop-up disclosures are prohibited.
13. Advertising & Publicity. Except as permitted under this agreement, you shall not create, publish, distribute, or print any written or visual material that makes reference to our Products or Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Products or Program via e-mail campaigns, you 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 your behalf and must not imply that the e-mail is being sent on our behalf. Advertising known as "spamming" is unacceptable to us and could cause damage to our 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, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Our Website so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Our Website so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and Your Website as independent from us and Our Website. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
14. Social Media Use Guidelines. Promotion on Facebook, Twitter, Instagram and other social media platforms is permitted following these general guidelines:
a. You may promote offers to your own lists; more specifically, you are welcome to use your Affiliate links on your own Facebook, Twitter, etc. pages.
b. You MAY NOT post your Affiliate links on our Facebook, Twitter, Instagram, or other social media company pages in an attempt to turn those links into Affiliate sales.
c. You MAY NOT run advertisements on our Facebook, Twitter, Instagram, or other social media company pages using the Names.
15. Communication Policy. If we request clarification or more information on any orders or clicks that we suspect may be connected to a violation of the terms of this Agreement, we expect that you will respond in a timely and honest manner. The following are violations of our communications policy:
a. Your responses are intentionally vague, not forthcoming or are found to be untrue.
b. You are not responsive to our requests within a reasonable time period and after multiple attempts to contact you using the information listed in your network profile.
c. You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
In the event we determine that you have violated our communications policy, we may in our sole discretion and with or without notice reverse orders, set your commission to 0%, and/or suspend or terminate you from the Program for the period or orders in question. We know that many violations are a result of automated processes; however, it is required that each Affiliate monitor and pro-actively resolve any problems and adhere to our Program rules.
16. Confidentiality. From time to time, we may disclose or make available to you, in connection with this Agreement, certain information which is considered to be confidential or proprietary information about itself or its business, products or services which is marked as “Confidential” and/or transmitted orally and immediately followed by a written statement that such communication is confidential (collectively, “Confidential Information”). Confidential Information includes, but is not limited to, financial information and reports, business methods and creative strategies of either party and any other information, communication or data, in any form, which we identify as confidential or which is of such a nature that you should reasonably understand that we desire to protect such information against unrestricted disclosure or use, including without limitation, business information, financial data and marketing data. Confidential Information does not include information that is: (i) generally known in the public; (ii) rightfully in the receiving party's possession prior to disclosure as evidenced by competent written proof; (iii) independently developed by the receiving party without reliance on or reference to the disclosing party’s Confidential Information; or (iv) rightfully received by the receiving party from a third party without a duty of confidentiality. You agree that during the term of this Agreement and thereafter: (i)?you will use Confidential Information solely for the purpose(s) of this Agreement; and (ii) you will take all reasonable precautions to ensure that you do not disclose Confidential Information to any third party without our prior written consent. All Confidential Information shall remain our sole property and no license under any trade secrets, copyrights, or other rights is granted under this Agreement. Upon our request, all Confidential Information made available under this Agreement, including copies of Confidential Information, must be promptly returned to us or destroyed.
17. Representations & Warranties. You represent and warrant that (1) you have the full right, power, and authority to enter into an be bound by the terms and conditions of this Agreement, and (2) you will perform your obligations under this Agreement in accordance with the terms of this Agreement and all applicable laws and regulations.
18. Relationship of Parties. You agree that your performance under this Agreement is as an independent contractor, and nothing in this Agreement or the Affiliate Program in general creates an agency, franchise, partnership, sales representative or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement that will reasonably contradict anything in this section.
19. Term; Termination. This Agreement shall be in effect upon acceptance of your application and shall continue unless and until terminated in accordance with the terms of this Agreement. Either party may terminate this Agreement at any time with or without cause by giving the other party written notice in accordance with Section 23(d). We may terminate this Agreement effective immediately upon a breach of this Agreement by you. Upon termination of this Agreement for any reason, the licenses and permissions granted to you under this Agreement shall terminate immediately.
20. DISCLAIMERS. THE PROGRAM, OUR WEBSITE, ANY PRODUCTS AND SERVICES OFFERED ON OUR WEBSITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, OUR DOMAIN NAME, OUR AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING OUR NAMES), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS" AND "AS AVAILABLE." NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE PRODUCTS OR SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR WEBSITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT.
21. Indemnification. You agree that we will not be liable for any claims, damages, losses, liabilities, fines, penalties, costs and expenses relating to (a) Your Website or any data, content or materials that appear on Your Website; (b) the use, development, design, manufacture, production, advertising, promotion or marketing of Your Website; (c) your use of any content; and (d) your violation of any term or condition of this Agreement. You agree to defend, indemnify, and hold harmless us and our affiliates, managers, officers, employees, agents, partners, and licensors from and against any losses, claims, actions, judgements, liabilities, settlements, demands, or costs including without limitation reasonable legal fees, alleging or resulting from any activity arising in connection with (1)your participation in the Program, (2) your performance under this Agreement, (3) any claim related to Your Website, including without limitation, content therein not attributable to us, or (4) a breach by you of this Agreement. We shall provide notice to you promptly of any such claim, suit, or proceeding.
22. LIMITATION OF LIABILITY. YOU AGREE THAT WE AND OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING LOSS OF REVENUE, PROFITS, GOODWILL, USE OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT AND/OR OUR SERVICE OFFERINGS (AS DEFINED BELOW) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES; FURTHER, TO THE FULLEST EXTENT POSSIBLE BY LAW, OUR AGGREGATE MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED FIFTY DOLLARS.
a. Changes to this Agreement. We may update the terms of this agreement from time to time by publishing a new version on our website or by sending notice of any modifications to you via email to the then email address currently associated with your affiliate account (and such change by email will be effective on the date specified in such email and will in no event be less than two days after the date the email is sent). By continuing to participate in the program following our posting of any change notice, revised agreement, or revised documentation, you are agreeing to be bound by this agreement, as amended by any such change notice, revised agreement, or revised documentation, and you acknowledge and agree that you have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this agreement, and hereby represent and warrant that you will remain in compliance with this agreement. The terms and conditions of this Agreement may not be amended, waived, or modified by you unless set forth in writing and signed by us (e-mail is not sufficient). If any modification is unacceptable to you, your only recourse is to terminate this agreement by notifying us.
b. Governing Law/Dispute Resolution. This Agreement shall be governed and construed by the laws of the State of New York applicable to agreements entered into and to be wholly performed therein without giving effect to conflicts of laws rules or principles. The exclusive venue for any disputes arising out of or in connection with this Agreement shall be the state or federal courts located in the State of New York, County of New York. By entering this Agreement, you hereby accept unconditionally the exclusive jurisdiction of the aforesaid courts.
c. Assignment. You may not assign this Agreement without our prior written consent.
d. Notices. Any notice given under this Agreement to you shall be sufficient if it is in writing and if sent by certified or registered mail return receipt requested to the address in your ShareASale profile. Any notice given under this Agreement to us shall be sufficient if it is in writing and if sent by certified or registered mail return receipt requested to 350 Bleecker St, Suite 6KL, New York, NY 10014.
e. Waiver; Severability. The failure of the other party to enforce any rights under this Agreement will not be deemed a waiver of any rights. The rights and remedies of the parties in this Agreement are not exclusive and are in addition to any other rights and remedies provided by law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.
f. Relationship of the Parties. This Agreement does not create any agency, partnership, or joint venture relationship between the parties. This Agreement is for the sole benefit of the parties (and indemnified parties), and no other persons will have any right or remedy under this Agreement.
g. Headings. The headings of sections of this Agreement are for reference purposes only and will not affect the meaning or construction of the terms and conditions of this Agreement.
h. Survival. The provisions contained in this Agreement that by their context are intended to survive termination or expiration will survive, including without limitation, Sections 16 through 23.