DUE.

DUE. AFFILIATE PROGRAM AGREEMENT

This agreement contains the terms and conditions that apply to your participation in DUE. Affiliate Program. By submitting your application you agree to be bound by the terms & conditions of this agreement. 

Throughout this agreement:

  • “We” and “us” refer to DUE.

  • “You” and “your” refer to the affiliate or ambassador.

  • “Network” refers to the DUE. affiliate program.

By registering or checking the box indicating your agreement to the terms of this Operating Agreement, or by continuing to participate in the program after we post a change notice, revised agreement, or updated documentation on the partner website, you:

  • Agree to be bound by this Operating Agreement;

  • 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 Operating Agreement; and

  • Hereby represent and warrant that you are legally able to enter into contracts (e.g., you are not a minor) and that you will remain in compliance with this Operating Agreement.

Additionally, if you are agreeing on behalf of a company or other legal entity, you represent and warrant that you are authorized and legally able to bind that company or entity to this Operating Agreement.

1. DESCRIPTION OF THE PROGRAM

The purpose of the Program is to permit you to advertise Products on your site and earn advertising fees or commissions for Qualifying Purchases made by your end users. A “Product” means any item sold on the duefashion.com website. To help you promote Products, we may provide you with data, images, text, link formats, widgets, and other linking tools or information related to the Program. Content specifically excludes any data, images, text, or other information related to products sold on websites other than duefashion.com.

2. REGISTRATION

To participate, you must submit a complete brand ambassador application through the network, including at least one social media account. We will notify you if your application is accepted or rejected. We may reject or cancel your application at our sole discretion, without any obligation or compensation to you. You must provide complete and accurate information to DUE., and you must promptly update your information if it changes.

If your application is rejected, you may reapply at any time. If your application is accepted but we later determine that your site is unsuitable, we may terminate this Operating Agreement at any time at our sole discretion.

3. PARTICIPATION

You must clearly identify yourself as an affiliate or participant in the DUE. Affiliate Program. You must also include a clear disclosure on all pages and social media posts where an affiliate or referral link appears.

You are not, and will not be deemed to be, a vendor, supplier, or provider of goods to DUE.

4. QUALIFYING LINKS

 As a member of the DUE. Affiliate Program, we will provide you with qualifying referral links, banner creatives, and tracking codes for coupons. To ensure accurate tracking of visits from your page or post, you must use the HTML codes for each banner, text link, or affiliate link provided to you.

5. RESPONSIBILITY OF YOUR PAGE/POST/SITE

You are solely responsible for your site, including its development, operation, maintenance, and all materials that appear on it. This includes, but is not limited to:

  • The technical operation of your site and all related equipment;

  • Displaying Special Links and Content in accordance with this Operating Agreement, the Operational Documentation, and any agreements or restrictions from third parties hosting your site;

  • Creating and posting accurate, complete, and appropriate materials on your site, including all Product descriptions and any information associated with Special Links;

  • Using Content, your site, and materials on your site in a way that does not infringe on the rights of DUE. or any third party (including copyrights, trademarks, privacy, publicity, or other intellectual property rights);

  • Using Content, your site, and materials in a manner that is not harmful, harassing, defamatory, obscene, pornographic, or otherwise illegal;

  • Clearly disclosing, either through a privacy policy or otherwise, how you collect, use, store, and share data from visitors, including any third-party tracking or advertisements;

  • Any other use of Content, whether or not allowed under this Operating Agreement.

You must comply with all applicable intellectual property and other laws related to your site or page. You must obtain express permission to use any copyrighted material. We are not responsible if you violate third-party rights.

You agree to defend, indemnify, and hold harmless DUE., its affiliates, licensors, and their respective employees, officers, directors, and representatives from any claims, damages, losses, liabilities, costs, or expenses (including attorneys’ fees) related to:

a) Your site or any materials appearing on it, including combinations with other applications or content;
b) The use, development, design, manufacture, promotion, or marketing of your site or materials;
c) Your use of any Content, whether or not such use is authorised by or violates this Operating Agreement;
d) Your violation of any term or condition of this Operating Agreement or any Operational Documentation;
e) Any negligence or willful misconduct by you or your employees.

6. PAYMENT

DUE. uses a third party, GoAffPro affiliate network, to handle tracking of qualifying purchases and payments. Please review their payment terms and conditions.

Payouts are made once you reach the minimum payout threshold of €50 and provide DUE. with an invoice. Please note that if you can't provide the invoice, we won't be able to make a payment and the amount will be issued as a store gift card. Payments for qualifying commissions are made the following month to your PayPal or bank account, or as store credit if you choose. You must provide accurate payment details; if details are missing or incorrect, your commission will be held until corrected.

If any excess payment was made to you for any reason, whatsoever, we reserve the right to adjust of offset the same against any future payouts to you under this agreement. We will request personal information from you and if asked, you must provide your complete accurate information. If you do not provide this information, we reserve the right to hold your commission fees. 

IMPORTANT NOTE

If you are a natural person: 

- which is registered in Lithuania, 85% of your earned amount will be transferred to you, and the remaining 15% will be paid to the state (personal income tax).
- which is not registered in Lithuania, 100% of your earned amount will be transferred to you. 

Important: You will be asked to provide your personal information in order for our cooperation to be legal and transparent.

If you are a legal entity:

- which is registered in Lithuania, 100% of your earned amount will be transferred to you. 
- which is not registered in Lithuania, 100% of your earned amount will be transferred to you. 

Important: You will be asked to provide legal entity details in order for our cooperation to be legal and transparent.

6.1 COMMISSIONS

  • Commissions for individual orders will appear on your Ambassador Dashboard. Please note that it may take a few days for them to show up.

  • Commissions are paid the following month once your balance reaches the minimum payout threshold of €50 and you issue as an invoice. Please note, we are unable to make any payments without an invoice. If you can't provide the invoice, the amount will be issued as a store credit. 

  • Affiliates cannot earn commissions or sales credit on their own orders, orders shipped to their address, or orders placed through another affiliate.

  • We offer a 14-day return period. Commissions are validated only after this period, and no commission will be awarded for returned items.

  • Commissions are calculated based on the Discount Subtotal of each purchase (after any discounts) and do not include shipping charges.

  • All commissions are paid via PayPal or bank transfer. You must provide complete and accurate payment information.

  • Any PayPal commissions not claimed within 30 days will be automatically forfeited.

  • If you leave the program before reaching the minimum payout threshold, your earned balance will be issued as store credit.

7. ORDER FULFILMENT

DUE. is solely responsible for processing all orders placed by customers through affiliate links or codes. Affiliates are not authorized to collect payments, sell DUE. products on other websites, act as resellers, or grant any resale rights. Affiliates are not authorised to sell products on eBay or other auction sites, nor give away copies of these products. DUE. is also solely responsible for all customer service inquiries. Affiliates understand and acknowledge that no physical products will be shipped to them.

Customers who purchase through the DUE. Affiliate Program are considered customers of DUE. All rules, policies, and procedures regarding orders and customer service apply to these customers. We may update our policies, procedures, prices, and product availability at any time. DUE. policies will always determine the final price paid by the customer.

8. PROHIBITED ACTIVITIES

We may cancel your participation if we determine that you are involved in any prohibited activity, including but not limited to:

  • Promoting or containing sexually explicit material, violence, hate, or illegal activities;

  • Promoting discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

  • Violating any federal, state, or local law, including privacy or anti-spam laws;

  • Using “DUE.” or any variations or misspellings of our name (e.g., “duue”);

  • Infringing or assisting others to infringe on any copyright, trademark, or other intellectual property rights;

  • Using software or tools that attempt to divert affiliate commissions from another website;

  • Creating or designing your website—or any website you operate—in a way that explicitly or implicitly resembles our website, or in a way that could lead customers to believe they are on duefashion.com or any affiliated business.

9. MODIFICATION

We may modify any terms and conditions of this agreement at any time, at our sole discretion, by posting a change notice or a new agreement on the network, or by sending a notice to you via email. Modifications may include, for example, changes to commission fees, payout schedules, or program rules. Your continued participation in the brand ambassador program after the effective date of any changes will constitute your acceptance of those modifications.

10. TERM AND TERMINATION

We have the right to monitor your site or page at any time to ensure compliance with the terms and conditions of this agreement. We may notify you of any necessary changes to ensure that your links to our website are appropriate. If you do not make the required changes, we reserve the right to terminate your participation in the brand ambassador program.

We also reserve the right to terminate your participation if you commit fraud or otherwise abuse the program. In such cases, DUE. will not be liable for any commissions from fraudulent sales. Additionally, we may terminate your participation if no sales are generated within two months of your joining date.

Either you or we may terminate this agreement at any time, with or without cause, by providing a termination notice to the other party.

11. RESTRICTIONS

You are free to promote your own websites; however, any promotion that mentions DUE. may be perceived by the public or press as a joint effort. Certain forms of advertising are strictly prohibited by duefashion.com.

Prohibited advertising includes, but is not limited to:

  • Spamming or sending unsolicited commercial emails (UCE);

  • Posting to non-commercial newsgroups or cross-posting to multiple newsgroups at once;

  • Concealing or misrepresenting your identity, domain name, or return email address.

You may send emails to promote DUE. only if the recipients are already customers or subscribers of your services or website, and they must have the option to opt out of future mailings. You may post to newsgroups only if the group specifically welcomes commercial messages.

At all times, you must clearly represent yourself and your websites as independent from duefashion.com. If we determine that you are spamming, this will be considered cause for immediate termination of this agreement and your participation in the duefashion.com Brand Ambassador Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

Affiliates who bid on keywords such as duefashion.com, duefashion, www.duefashion, www.duefashion.com, or any misspellings or similar variations—whether alone or in combination with other keywords—in their Pay-Per-Click (PPC) campaigns, and who do not first direct traffic to their own website before redirecting it to ours, will be considered trademark violators and may be removed from the DUE. Brand Ambassador Program. We will make every effort to contact the affiliate before taking action. However, we reserve the right to remove any trademark violator from the program without prior notice and upon the first occurrence of such PPC bidding behavior.
Affiliates are allowed to enter prospect information into lead forms as long as the information is accurate, truthful, and represents valid leads.

Affiliates are prohibited from transmitting any “interstitials,” Parasiteware™, “Parasitic Marketing,” “Shopping Assistance Applications,” “Toolbar Installations or Add-ons,” “Shopping Wallets,” or any deceptive pop-ups or pop-unders to consumers from the moment a consumer clicks on a qualifying link until they have fully exited the DUE. site (i.e., no page from our site or any duefashion.com content or branding is visible).

For the purposes of this agreement:

  • “Parasiteware™” and “Parasitic Marketing” refer to applications that:

    1. Accidentally or intentionally overwrite affiliate or non-affiliate commission tracking cookies without a customer-initiated click on a qualifying link;

    2. Intercept searches to redirect traffic through installed software, causing pop-ups, commission tracking cookies, or overwriting other tracking cookies, when the user would normally have reached the same destination through standard search results (search engines include, but are not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot, etc.);

    3. Set commission tracking cookies by loading DUE. site in iFrames, hidden links, or automatic pop-ups;

    4. Target text on websites not 100% owned by the application owner for contextual marketing;

    5. Remove, replace, or block visibility of Affiliate banners with other banners on websites not fully owned by the application owner.

12. GRANT OF LICENSES

We grant you a non-exclusive, non-transferable, and revocable right to:

  1. Access our site through HTML links solely in accordance with this Agreement; and

  2. Use our logos, trade names, trademarks, and similar identifying materials (collectively, the "Licensed Materials") that we provide or authorize, only in connection with such links.

You may use the Licensed Materials only while you remain a member in good standing of the DUE. Brand Ambassador Program. All uses of the Licensed Materials must be on behalf of duefashion.com, and any goodwill generated will benefit duefashion.com exclusively.

12.2.  Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other. 

13. DISCLAIMER

DUE. makes no express or implied representations or warranties regarding the duefashion.com website, its services, or the products offered. All implied warranties, including those of merchantability, fitness for a particular purpose, and non-infringement, are expressly disclaimed and excluded.

We also make no guarantees that the operation of our site will be uninterrupted or error-free, and we will not be liable for any consequences arising from interruptions or errors.

14. REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

14.1. This Agreement has been duly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you according to its terms;

14.2. You have the full right, power, and authority to enter into this Agreement, be bound by its terms, and perform your obligations without approval or consent from any other party;

14.3. You have sufficient right, title, and interest in the rights granted to us under this Agreement.

15. LIMITATIONS OF LIABILITY

We will not be liable to you for any matter arising under this Agreement—whether based on contract, negligence, tort, strict liability, or any other legal or equitable theory—for any indirect, incidental, consequential, special, or exemplary damages, including but not limited to loss of revenue, goodwill, anticipated profits, or lost business, even if we have been advised of the possibility of such damages.

Furthermore, notwithstanding anything to the contrary in this Agreement, in no event shall DUE.'s cumulative liability to you under or related to this Agreement whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total commission fees paid to you under this agreement.

16. INDEMNIFICATION

You agree to indemnify and hold harmless duefashion.com, its subsidiaries, affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees, collectively referred to as “Losses”) arising from or relating to:

  1. Any claim that our use of the affiliate trademarks infringes on the trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary rights of any third party;

  2. Any misrepresentation, breach of warranty, or violation of any covenant or agreement made by you in this Agreement;

  3. Any claim related to your site, including, without limitation, content that is not attributable to us.

17. CONFIDENTIALITY

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiations or the term of this Agreement, and marked “Confidential,” shall remain the sole property of the disclosing party.

Each party agrees to keep such information confidential and not use or disclose it without the express written permission of the disclosing party.

18. MISCELLANEOUS

18.1. You agree that you are an independent contractor, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and DUE. You have no authority to make or accept any offers or representations on our behalf. You must not make any statement, whether on your site or elsewhere, that would reasonably contradict this Section.

18.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

18.3. This Agreement shall be governed by and interpreted in accordance with the laws of Lithuania without regard to the conflicts of laws and principles thereof.

18.4. You may not amend or waive any provision of this Agreement unless it is in writing and signed by both parties.

18.5. This Agreement constitutes the entire agreement between you and us and supersedes all prior agreements and communications of the parties, whether oral or written.

18.6. The headings and titles contained in this Agreement are included for convenience only and do not limit or affect the terms of this Agreement.

18.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.