BRAND AMBASSADOR PROGRAM AGREEMENT

 

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

As used throughout this agreement, "we" and "us" shall mean DUE., "you" and "your" refer to the affiliate/ambassador and "network" refers to the brand ambassador program.

BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER WEBSITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) 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 (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORISED AND LAWFULLY 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 to earn advertising fees OR commissions for Qualifying Purchases made by your end users. A “Product” is any item sold on the duefashion.com website. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program. Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the duefashion.com.

2. REGISTRATION

To participate, you must submit a complete brand ambassador application through the network. You must identify at least one of your social media accounts in your application. We will notify you if we accept or reject your application. We may reject or cancel your application at our sole discretion without any compensation to you. You must provide DUE. with your complete & accurate information. If any information changes, you must immediately update your information. 

If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Operating Agreement at any time in our sole discretion.

3. PARTICIPATION

You must clearly identify yourself as a brand ambassador or as a participant of DUE. Brand Ambassador Program & include a clear disclosure on all pages and social media post where an affiliate/referral link occurs. 

You are not and shall not, at any time be deemed to be a vendor, supplier or provider of goods to DUE. 

4. QUALIFYING LINKS

As a member of DUE. Brand Ambassador Program, we will make available to you qualifying referral links, banner creatives and tracking codes for coupons. For us to accurately track all visits from your page/post to ours, you must use the html codes for each banner, text link or affiliate link & codes we provide you with. 

5. RESPONSIBILITY OF YOUR PAGE/POST/SITE

You will be solely responsible for your site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:

  • the technical operation of your site and all related equipment;
  • displaying Special Links and Content on your site in compliance with this Operating Agreement and the Operational Documentation and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);
  • creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links);
  • using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);
  • using the Content, your site, and the materials on or within your site in a manner that is not harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous or otherwise in any manner whatsoever;
  • disclosing on your site accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognise cookies on visitors’ browsers; and
  • any use that you make of the Content, whether or not permitted under this Operating Agreement.

You must follow all applicable intellectual property and other laws that pertain to your site/page. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights. 

We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters; (c) your use of any Content, whether or not such use is authorised by or violates this Operating Agreement, any Operational Documentation, or applicable law; (d) your violation of any term or condition of this Operating Agreement or any Operational Documentation; or (e) your or your employees' negligence or wilful misconduct.

6. PAYMENT

DUE. uses a third party to handle all of the tracking of qualifying purchases and payments. The third party is GoAffPro affiliate network. Kindly review the network’s payment terms and conditions. 

Payouts are made when you reach minimum payout threshold. Once you reach minimum payout threshold you will get paid on the 1st of next month. All qualifying payments are made on the 1st day of the month directly to your Paypal account. You may also select to receive your payment in store credit. You must provide us the Paypal email address where you would like the funds sent to. If you do not provide this information, or the information you provided is incorrect, we will hold earned commission fees until this information is corrected or provided. 

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 show up on your Ambassador Dashboard. This may take a few days.
  • Commissions are paid on the 1st of each month once the amount reaches a minimum of €50.
  • Ambassadors cannot receive commission or sales credit on their own orders, orders shipped to their address, or orders from another ambassador.
  • Commissions are calculated based on the Discount Subtotal of each purchase (after any discount has been applied) and does not include shipping charges.
  • All commissions are paid through PayPal. Ambassadors must provide us with all necessary PayPal information.
  • All commissions paid out through Paypal that are not claimed within 30 days will automatically be forfeited. 
  • If you decide to leave a program for any reason and you have not reached minimum payout threshold you will receive a store credit with your currently earned amount. 

7. ORDER FULFILMENT

DUE. will be solely responsible for processing every order placed by a customer via affiliate links or affiliate codes. Affiliates are not authorized to collect payments or sell any DUE. products from other websites as a "reseller" and no "resale" rights are granted in ANY way. Affiliates are not authorized to sell any of these products on ebay, or other auction sites. Affiliates are not authorized to give away copies of any of these products. DUE. will also be solely responsible for all customer service inquires. All affiliates understand and acknowledge that no physical products will be shipped.

Customers who purchase products and services through the DUE. Affiliate Program will be deemed to be customers of DUE. Accordingly, all rules, policies, and operating procedures concerning customer orders and service will apply to those customers. We may change our policies and operating procedures at any time. Prices and availability of our products and services may vary from time to time. DUE. policies will always determine the price paid by the customer.

8. PROHIBITED ACTIVITIES

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

  • contains or promotes sexually explicit materials, violence or hate, illegal activities
  • promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
  • violate any federal, state or local law including privacy or spam laws
  • includes “DUE." or variations or misspellings of any words (i.e. duue)
  • infringe or assist others to infringe on any copyright, trademark or other intellectual property rights
  • contain software that attempts that enable diversions of affiliate commissions from another website
  • you may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are duefashion.com or any other affiliated business.

9. MODIFICATION

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

10. TERM AND TERMINATION

We have the right to monitor your site/page at anytime to determine if you are following the terms and conditions of this agreement. We may notify you of any changes that we feel are necessary to make sure that your links to our website are appropriate and we reserve the right to terminate your participation in the brand ambassador program if you do not make the changes to your site. 

We reserve the right to terminate your participation in the brand ambassador program should you commit fraud or should you abuse this program in any way. If such fraud or abuse is detected, DUE. shall not be liable to you for any commissions for such fraudulent sales. We may terminate your participation in the brand ambassador program if you do not make any sales within 2 months of the joining date. 

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

11. RESTRICTIONS

You are free to promote your own web sites, but naturally any promotion that mentions DUE. could be perceived by the public or the press as a joint effort. Certain forms of advertising are always prohibited by duefashion.com. For example, advertising commonly referred to 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 DUE. 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 DUE. so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from duefashion.com. 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 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.

Ambassadors that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as duefashion.com duefashion, www.duefashion, www.duefashion.com and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from DUE. Brand Ambassador Program. We will do everything possible to contact the ambassador prior to the ban. However, we reserve the right to expel any trademark violator from our brand ambassador program without prior notice, and on the first occurrence of such PPC bidding behaviour.

Ambassadors are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads.

Ambassador shall not transmit 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 DUE. site (i.e., no page from our site or any duefashion.com's 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, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of DUE. site in IFrames, hidden links and automatic pop ups that open duefashion.com’s site; (d) targets text on web sites, other than those web sites 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. 

12. GRANT OF LICENSES

12.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site 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 "Licensed Materials") that we provide to you or authorise for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of DUE. Brand Ambassador Program. You agree that all uses of the Licensed Materials will be on behalf of duefashion.com and the good will associated therewith will inure to the sole benefit of duefashion.com.

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 DUEFASHION.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF DUEFASHION.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. 

14. REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

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

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

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

15. LIMITATIONS OF LIABILITY

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL DUE. CUMULATIVE LIABILITY TO YOU ARISING OUT OF 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 hereby agree to indemnify and hold harmless duefashion.com, and its subsidiaries and 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) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein 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 negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party. 

18. MISCELLANEOUS

18.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and DUE. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in 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 in writing and signed by both parties.

18.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

18.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise 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.