Affiliate Marketing Program Agreement
This Affiliate Marketing Program Agreement (the “Agreement”) contains the terms and conditions that apply to your participation in the MM.LaFleur affiliate marketing program (the “Program”).
Please read this Agreement carefully. By participating in the Program, you represent that you (“Affiliate” or “you” or “your”) have read, fully understand and agree to the terms of this Agreement with LAFLEUR LLC., a Delaware corporation (“MM.LaFleur” or “we” or “us” or “our”). In addition, if this Agreement is being executed on behalf of a legal entity, you represent and warrant that you are authorized to legally bind that entity to this Agreement. If you do not agree to these terms, do not participate in the Program.
In order to apply for enrollment into this Program, you must first sign up as an affiliate of rewardStyle, Inc., a Delaware corporation (“rewardStyle”), and you must agree to rewardStyle’s affiliate service agreement (the “rewardStyle Agreement”), the terms of which are hereby incorporated by reference.
You may apply to participate in the Program by providing all the information required by rewardStyle in connection with becoming a rewardStyle affiliate and by accepting the terms of this Agreement. After receiving your application, we will review your website and notify you of your acceptance or rejection into our Program. We reserve the right to accept or reject your application in our sole discretion; however we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision. If your application is accepted, you may obtain such discounts and affiliate commissions as are offered pursuant to this Program for so long as this Agreement is not terminated.
2. WEBSITE RESTRICTIONS
Your participating website(s) (“Your Website”) may not: Infringe on our 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 customers as to the products or services available on Your Website or on the MM.LaFleur website, located at mmlafleur.com (the “MM.LaFleur Site”).
3. LINKING TO OUR WEBSITE
Upon acceptance into the Program, links will be made available to you through rewardStyle’s website (the “rewardStyle Site”). Your acceptance in our Program means you agree to abide by the following.
You will only use linking code obtained from the rewardStyle Site without manipulation. All domains that use your affiliate link must be listed in your affiliate profile on the rewardStyle Site. Affiliates may not advertise our products on websites that they do not own, including, for instance, Google Product Search, Amazon, eBay or any comparison shopping engines such as Shopzilla or Pricegabber. Your Website will not in any way copy, resemble, or mirror the look and feel of the MM.LaFleur Site. You will also not use any means to create the impression that Your Website is the MM.LaFleur Site or any part of the MM.LaFleur Site including, without limitation, framing the MM.LaFleur Site in any manner. You may not engage in cookie stuffing or include pop-ups, 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). You 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. You may not create any links that lead the customer to a destination site that is not clearly suggested by the content of the starting site. You may not use your affiliate links to claim commissions for your own purchases from MM.LaFleur.
4. PAY-PER-CLICK (“PPC”) GUIDELINES
If you are enrolled in this Program and participate in PPC advertising, you must adhere to our PPC guidelines as follows:
You may not bid on any of our Trademarks, as defined in Section 5, including any variations or misspellings thereof for search or content based campaigns on Google, MSN, Yahoo or any other network.You may not use our Trademarks in sequence with any other keyword (e.g. MM.LaFleur Promotional Code).You may not use our Trademarks in your ad title, ad copy, display name or as the display URL. You may not direct link to the MM.LaFleur Site from any PPC ad or use redirects that yield the same result. Affiliates must b directed to an actual page on Your Website. You may not bid in any manner appearing higher than MM.LaFleur for any search term in position 1-5 in any auction style PPC advertising program.
If you automate your PPC campaigns, it is your responsibility to exclude our Trademarks from your PPC advertising program and we strongly suggest you add our Trademarks as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If you engage in PPC trademark bidding that uses our Trademarks, we may terminate your participation in the Program without prior notice, and on the first occurrence of such PPC trademark bidding behavior.
Upon acceptance into the Program, MM.LaFleur grants you a limited, non-exclusive, revocable, royalty-free right to use the Trademarks of MM.LaFleur during the term of this Agreement solely to in connection with your participation in the Program, provided that you shall not: (a) use the Trademarks in any manner to communicate or suggest any sponsorship or other connection between MM.LaFleur and you other than your participation in the Program, and (b) harm or adversely affect the Trademarks or the goodwill associated with the Trademarks. All promotional messaging and materials used by you containing such Trademarks shall be subject to MM.LaFleur’s prior written approval. Except for the limited license provided in this Agreement, MM.LaFleur reserves all rights in and to the Trademarks and the goodwill associated therewith. All uses of the Trademarks by you shall inure to the benefit of MM.LaFleur. You shall not acquire, directly or by implication, any rights or license in the Trademarks except as expressly provided in this Agreement. Your right to use the Trademarks will terminate immediately if you violates any of the terms of this Agreement. For purposes of this Agreement, “Trademarks” means “MM.LaFleur,” “The M Dash,” “Bento,” “MM,” the MM.LaFleur logos and such other names, logos, trade names, trademarks, service marks, trade dress, design marks, brands, copyrights in any designs and other copyrightable subject matter, and other product identifiers of MM.LaFleur as MM.LaFleur may from time to time notify you to be Trademarks within the meaning of this Agreement.
6. COUPON GUIDELINES
If you are enrolled in our Program and Your Website includes promotional codes, you must adhere to our Promotional Code Guidelines as follows:
You may ONLY advertise promotional codes that are provided to you through the Program or that are displayed on the MM.LaFleur Site. Posting any information about how to work around the requirements of a coupon/promotion (i.e. first time customers only) will result in your removal from the Program. Promotional codes must be displayed in their entirety with the full offer, valid expiration date and code.
You may NOT use any technology that covers up the promotional code and generates an affiliate click by revealing the code(s).
You may NOT advertise promotional codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other advertising campaign.
You may NOT give the appearance that any ongoing offer requires clicking from Your Website in order to redeem. For example, if certain items come with a gift, you may not turn this into an offer that infers that the customer must click from Your Website to get this deal.
Additionally, if (a) Your Website ranks on the first page of Google search results for terms related to MM.LaFleur combined with the words coupon, coupons, coupon code, promo code, or any similar term and (b) your conversion rate exceeds 15%, then you will be entitled to a lower commission than our standard rate to offset the reduced profitability of orders, which rate is currently 2%.
7. DOMAIN NAMES
Use of any of our Trademarks as part of the domain or sub-domain for Your Website is strictly prohibited.
8. ADVERTISING & PUBLICITY
Upon acceptance into the Program, MM.LaFleur grants to you 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 Your Website. The term of the License shall expire upon the expiration or termination of this Agreement. You may not subcontract, assign, resell, lease, or sublicense any part of your participation in the Program or run a sub-affiliate program. MM.LaFleur may make Promotional Materials available to you to display and use on Your Website provided that the manner of display complies with the following requirements:
You may only use the Promotional Materials to promote the MM.LaFleur Site (and the products available thereon), and for linking to the MM.LaFleur Site. You shall use only such links to the MM.LaFleur Site as are provided to you by MM.LaFleur. You shall not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by MM.LaFleur without consent from MM.LaFleur. If you wish to alter or otherwise modify the Promotional Materials, you must obtain prior written consent from MM.LaFleur for such alteration of modification. You shall not use the Promotional Materials to promote the MM.LaFleur Site (and the products available thereon) to customers who are not physically located in the United States.
You shall not create, publish, distribute, or print any written materials that make reference to our Program unless you adhere to the following:
Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to the distribution of any written materials E-mails must be sent on your behalf and must not imply that the e-mail is being sent on behalf of MM.LaFleur E-mails and any related written materials must first be submitted to MM.LaFleur for approval prior to being sent and MM.LaFleur must be sent a copy of the e-mail.
MM.LaFleur reserves the right, at any time, to review your placement and approve your use of the Promotional Materials and require that you change the placement or use to comply with the guidelines provided to you. If you fail to comply with the guidelines provided to you, MM.LaFleur, in its sole discretion, may terminate this Agreement.
9. REVERSAL & COMMUNICATION POLICY
MM.LaFleur values open communication with our affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in this Agreement.
Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.
You are not forthcoming, intentionally vague or are found to be lying. You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile. You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
If any of the above applies, then we reserve the right to reverse orders, set your commission to 0% or suspend 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 incumbent upon you to ensure that you have the appropriate checks and balances in place to pro-actively address these issues and adhere to our Program.
As part of our order processing procedures, we may screen received orders for fraud or other types of unauthorized or illegal activity. We reserve the right to refuse to process an order due to suspected fraud or unauthorized or illegal activity. If we suspect fraudulent, unauthorized or illegal activity, we may reject your order or we may contact you at the phone number or email address you provided to confirm your order. We also reserve the right to cancel any accounts or refuse to ship to certain addresses due to suspected fraud or unauthorized or illegal activity. We take these measures to protect our customers as well as ourselves from fraud or other unauthorized or illegal activity.
10. INTELLECTUAL PROPERTY
MM.LaFleur retains all right, title, ownership, and interest in the Promotional Materials and Trademarks, including any and all copyright, trademark, or other intellectual property rights therein. Nothing in this Agreement shall be construed to grant you any right, title or ownership in the Promotional Materials, or in the underlying intellectual property, other than the right to use the Promotional Materials in accordance with the License, as set forth in Section 8.
11. RELATIONSHIP OF PARTIES
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between MM.LaFleur and you. You shall provide services for MM.LaFleur as an independent contractor. You shall have no authority to bind MM.LaFleur to any agreement, nor shall you be considered to be an agent of MM.LaFleur in any respect.
12. AFFILIATE COMMISSIONS AND BONUS INCENTIVES
Upon acceptance into the Program, you will be eligible to receive an affiliate commission (the “Commission”) for the successful completion of Eligible Purchases. An “Eligible Purchase” occurs when a customer (not you) clicks-through the link (supplied by MM.LaFleur to you) to the MM.LaFleur Site and successfully completes a purchase for which MM.LaFleur receives and retains payment. To be an Eligible Purchase, the sale must be completed by a customer that is physically located in the United States. The current rates of Commission shall be set forth in your rewardStyle affiliate program located on the rewardStyle Site. MM.LaFleur reserves the right to modify the Commission rate from time to time, in its sole discretion. MM.LaFleur is responsible for authorizing Commission payments and [Shareasale.com, Inc., an Illinois corporation and third party service provider to rewardStyle,]will be solely responsible for fulfilling and transferring all Commission payments in accordance with the rewardStyle Agreement. MM.LaFleur will be entitled to withhold, deduct and set off from any payments to be made to you hereunder any sums owed by you to MM.LaFleur, whether in connection with this Agreement (including any breach hereof by you) or otherwise.
MM.LaFleur, in its sole discretion, may determine that you are a high performing affiliate (“High Performing Affiliate”). As a High Performing Affiliate, you will be eligible to enjoy additional benefits including, among other things, complimentary merchandise from our current lines, opportunities to join us at private events or social media placement. MM.LaFleur reserves the right to terminate or modify the provision of any and all such additional benefits at any time.
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, MM.LAFLEUR DOES NOT WARRANT THAT: (1) THE INFORMATION ON THE MM.LAFLEUR SITE IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THE MM.LAFLEUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THE MM.LAFLEUR SITE OR THE SERVER THAT MAKE THEM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UNDER NO CIRCUMSTANCES SHALL MM.LAFLEUR BE LIABLE TO YOU 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 MM.LAFLEUR’S LIABILITY TO YOU 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 YOU UNDER THIS AGREEMENT. MM.LAFLEUR 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. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH MM.LAFLEUR WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. MM.LAFLEUR 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 MM.LAFLEUR WHATSOEVER.
YOU SHALL INDEMNIFY AND HOLD HARMLESS MM.LAFLEUR FROM ANY CLAIM, DAMAGE, LAWSUIT, ACTION, COMPLAINT, OR OTHER COSTS ARISING OUT OF ANY WRONGFUL ACT RELATED IN ANY WAY TO YOUR PARTICIPATION IN THE PROGRAM OR YOUR BREACH OF THIS AGREEMENT. YOU SHALL ALSO INDEMNIFY AND HOLD HARMLESS MM.LAFLEUR FROM ANY DAMAGE, LOSS OR OTHER COST ARISING OUT OF THE USE OR MISUSE BY YOU OF THE TRADEMARKS OR PROMOTIONAL MATERIALS.
Any information that you are exposed to by virtue of your participation in the Program, which information is not available to the general public, shall be considered to be “Confidential Information.” You may not disclose any Confidential Information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from MM.LaFleur. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement.
Your participation in the Program shall begin upon your acceptance as an affiliate by MM.LaFleur 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 you pursuant to the Program shall cease and you shall use best efforts to immediately remove all codes and links, references on Your Website regarding MM.LaFleur, and cease any and 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 your participation in the Program for any reason, you will be entitled to receive Commissions only on Eligible Purchases that occurred prior to such termination. MM.LaFleur reserves the right to terminate the Program at any time upon notice to you.
17. COMPLIANCE WITH LAWS
In connection with your participation in this Program, you 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, you 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 you for your review or endorsement. If you received the product for free from us or from our designated affiliate management team for review, this also must be clearly stated in your disclosure.
We may modify these terms and conditions at any time, at our sole discretion. If you disagree with any modification, your only recourse is to terminate this Agreement. You agree that, if you continue to participate in the Program following a posted modification, your continued participation constitutes binding acceptance of the modified term.
19. GOVERNING LAW; JURISDICTION
This Agreement is governed by the laws of the State of New York, without regard to its choice of law principles. You hereby irrevocably consent to jurisdiction of the state and federal courts located in San Francisco County, California with respect to any proceeding regarding this Agreement. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement except in such courts.
(a) 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.
(b) Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of MM.LaFleur, 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 us and our respective successors and assigns.
(c) Nonwaiver. Any failure by MM.LaFleur to insist upon or enforce performance by you 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.
(d) Relation to Other Agreements. In the event of any conflict or inconsistency between this Agreement and the rewardStyle Agreement, the provisions of this Agreement shall prevail.
(e) Entire Agreement. This Agreement sets forth our entire agreement with respect to your participation in the Program.
© 2016 MM.LaFleur