This Affiliation Agreement (hereinafter “Agreement”), which is entered into by and between Inspired By Claire Jane, LLC d/b/a ICJUK (hereinafter “ICJUK”) and ____________________ (hereinafter “You” or “Your”) herein provides:
WHEREAS, ICJUK has established an affiliation program under which individuals are able to earn a commission for referring *NEW Customers to ICJUK with said commission being earned upon the NEW customer purchasing ICJUK merchandise and/or products; and
WHEREAS, ICJUK has approved You as an affiliate subject to You accepting the terms and conditions contained within this Agreement; and
WHEREAS, You have reviewed the terms, conditions, and covenants of this Agreement and You have accepted same and have agreed to abide by same;
NOW THEREFORE, for good and valuable consideration the parties indicate their understanding as to the terms, conditions, and covenants of this Agreement which are as follows:
*Existing Customers of ICJUK are not valid for a commission via your URL link
1. Approval or Rejection of the Application
ICJUK reserves its right to approve or reject ANY affiliate program application and/or applicant in its sole discretion and for absolutely any reason whatsoever. You agree to release, discharge, and forego any legal action whatsoever if any application to participate in the affiliate program is rejected.
2. Scope Of Affiliation
Your scope of representation under this Agreement is strictly limited to advertising and promoting ICJUK’s website (www.icjuk.com), trade name, logo, slogan, image and/or any approved promotional items and/or merchandise of ICJUK. You are strictly prohibited from representing that you are an agent of ICJUK, an employee of ICJUK, or, that you can in way bind ICJUK in any way, fashion, or form. In order to promote and/or advertise for ICJUK You are herein granted a limited revocable license to use any intellectual, electronic, or print logo, trademark, slogan, or image of ICJUK which is provided to You by ICJUK strictly for the purpose of advertising and/or promoting the Company for the purposes set forth in this Agreement.
3. Relationship Of The Parties
The parties intend and agree that You are an independent contractor and not an agent or employee of ICJUK. No partnership nor joint venture is intended to be created by the parties hereunder nor are You entitled to any compensation in the form of a wage, salary, expense reimbursement, nor any health benefit of any kind. ICJUK shall not be responsible for any tax withholding for Your benefit.
Commissions will be paid to you once a month when a minimum commission of $50.00 is earned. Payments will only be sent for transactions that have been successfully completed. Transactions that result in chargebacks or refunds will not be paid out.
Your affiliate application and status in the program may be suspended or terminated at the sole discretion of ICJUK for any reason which includes, but is not limited to, the following:
- Inappropriate advertisements (false claims, misleading hyperlinks, etc.).
- Spamming (mass email, mass newsgroup posting, etc.).
- Advertising on sites containing or promoting illegal activities.
- Acting in any manner that violates any federal, state, or local law.
- Infringing on any intellectual property rights of ICJUK.
- Offering rebates, coupons, or other form of promised kick-backs to any customer that is not expressly authorized in writing from ICJUK.
- In addition to the foregoing, ICJUK reserves its right to terminate this Agreement for a material breach of any of its conditions, covenants, or terms.
ICJUK will not be liable for indirect or accidental damages (loss of revenue, commissions) due to Your failure to track sales, loss of database files, or for any actions taken to interfere with the intention and purpose of this Agreement. Furthermore, ICJUK—by entering into this Agreement—is not making any expressed or implied warranties with respect to the affiliate program and/or ICJUK’s merchandise or products.
7. Term of the Agreement
The term of this Agreement begins upon Your acceptance in the program and will end when your account is terminated. These terms and conditions may be modified by ICJUK at any time. If any modification to the terms and conditions of this Agreement are unacceptable to You, Your only choice is to terminate your affiliate account. Your continuing participation in the program will constitute your acceptance of any change.
7. Confidential Information
You acknowledge that from time to time ICJUK may, but is not obligated to do so, furnish to You with information relating to ICJUK’s customers, designs, leads, prospects, transactions, pricing, and other confidential matters which constitute valuable, special, and unique assets, proprietary information and/or trade secrets of ICJUK. You agree that You will not, during or after the term of this Agreement, disclose any of the above such information to any other person or entity for any reason or purpose.
You shall indemnify and hold ICJUK harmless as well as its affiliate and subsidiary companies, officers, directors, employees, licensees, successors and assigns, including those licensed or authorized by ICJUK to transmit and distribute materials, from any and all liabilities, damages, fines, judgments, claims, costs, losses, and expenses (including reasonable legal fees and costs) arising out of or related to any and all claims sustained in connection with this Agreement due to Your negligence, misrepresentation, failure to disclose, or intentional misconduct.
9. Entire Agreement
This Agreement sets forth the entire understanding between the parties. All understandings and agreements heretofore made between the parties are merged into this Agreement, and there are no understandings, either oral or written, between the parties other than are set forth in this Agreement. No subsequent alteration, amendment, change or addition to this Agreement will be binding upon either party unless reduced to writing and signed by both parties. However, notwithstanding the above, any subsequent application, form, rule, guideline and/or regulation of ICJUK, which is provided to You, shall be considered incorporated into this Agreement as if they were set forth at length herein.
10. Confidentiality Of Agreement
The terms, restrictions, conditions and covenants contained in this Agreement are deemed confidential and the parties shall keep same confidential except that the parties shall be permitted to disclose the terms set forth in this Agreement to their attorney and/or accountant who need access to such information for professional purposes. Despite the foregoing, You will be responsible for any breach of this paragraph however, if You are required by a valid court order to disclose any confidential information, You shall disclose the terms of this Agreement. You furthermore acknowledge and agree that any breach of this paragraph will cause injury to ICJUK for which money damages would be an inadequate remedy and that, in addition to any other remedies at law, ICJUK is entitled to equitable relief as a remedy for any such breach and/or money damages as well as reasonable attorney’s fees and costs.
11. Restriction On Advertising And/Or Promotion
You agree and understand that ICJUK has the right to restrict the content, manner, place, venue, and/or location of any promotion or advertisement relating to it that You publish, display, post, copy and/or paste, or otherwise disseminate, whether it be in print or electronic form. Thus, ICJUK has the sole and exclusive right to prohibit You from posting, uploading, publishing, sharing, or copying of any logo, slogan, image, or trademark of ICJUK, any photograph or image of ICJUK’S merchandise or any employee of ICJUK, or, any other related property (including intellectual property) of ICJUK to any website, social media platform, print or electronic forum or publication, that ICJUK, in its sole discretion, deems is inappropriate. Without limiting ICJUK’S rights in any way You agree that You will not promote, advertise or otherwise display or use any logo, slogan, image or trademark of ICJUK to/on any website, social media platform, or any other electronic or print media or forum which is substantially dedicated to promoting, discussing, or furthering, political, religious, immoral, illegal or, sexual or pornographic content.
12. Governing Law, Jurisdiction, and Attorney Fees
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Nevada. Any dispute arising under or related in any way to this Agreement shall be adjudicated exclusively in the state courts located in Las Vegas, Nevada.
In the event of litigation to enforce any provision of this Agreement, the prevailing party will be entitled to recover from the other party its costs and fees, including reasonable legal fees.
13. Injunctive Relief
You acknowledge that ICJUK has a valid and vested interest in protecting its image, reputation, and good will and that as a material consideration of entering into this Agreement, You agree to use Your best efforts to safeguard the image, reputation and good will of ICJUK and not to act in any way which would damage same. You furthermore acknowledge that should You act in any way which is damaging to the image, reputation, and good will of ICJUK that ICJUK shall be entitled to obtain injunctive relief from the court.
14. Electronic Signatures Effective
The Agreement is an electronic contract that sets out the legally binding terms of your participation in the ICJUK affiliate program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced herein and Your electronic signature herein has the same legal force and effect as a handwritten signature.