DESIGN ESSENTIALS AFFILIATE PROGRAM AGREEMENT
Please read the terms and conditions of this affiliate program agreement carefully before you
join our program or begin marketing our program. Each Affiliate is responsible for assuring that its employees, agents and contractors comply with this agreement.
BY SUBMITTING THE ONLINE APPLICATION TO JOIN OUR AFFILIATE PROGRAM, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
As used in these terms and conditions: (i) “We”, “us”, or “our” refers to McBride Research Labs, LLC d/b/a Design Essentials and our website; (ii) “you” or “your” refers to the Affiliate; (iii) “our website” refers to the McBride Research Labs website located at www.DesignEssentials.com
; (iv) “your website” refers to any websites that you will link to our website; (v) “Program” refers to the McBride Research Labs Affiliate Program.
Once you submit your application, you may be emailed and asked additional questions about your online presence. Once reviewed by our team, you will normally hear back from us within 2 business days. Our primary objective for our affiliate program is to bring awareness to the Design Essentials brand and to acquire new customers. We are looking for affiliate partners with high quality traffic generated via blogs, websites, social media, email marketing, podcasts and other approved sources.
Please note: We do not allow traffic from porn sites, any site promoting violence or anything illegal.
Your promotion of our brand and products may not: 1. Infringe on our or anyone else's intellectual property, publicity, privacy or other rights. 2. Violate any law, rule or regulation, including without limitation FTC and FDA regulations concerning the marketing of dietary supplement products and allowable claims related thereto. For example, You may not make claims that state or imply that our product(s) treat or cure diseases. 3. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials. 4. Contain any viruses, Trojan horses, worms, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information. 5. 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. This includes toolbars, browser plug-ins, extensions and add-ons. 6. Contain any negative commentary about us or any of our products.
LINKING TO OUR WEBSITE
Upon acceptance into the Program, links will be made available to you through the interface. You will be able to download HTML code that provides for links to web pages within our website and banner creatives, as well as browse and get tracking codes for our coupons and deals.
Your acceptance in our program means you agree to and abide by the following: 1. You will only use the linking code we provide you for each banner, text link, or other affiliate link obtained from the affiliate interface without manipulation. 2. We reserve the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with our guidelines. 3. All domains that use your affiliate link must be listed in your affiliate profile. 4. 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 of our Website including, without limitation, framing of our Website in any manner. 5. 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). 6. Using 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 (also known as cloaking) is prohibited. If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided or your commission level will be set to 0%.
This does not include using "out" redirects from the same domain where the affiliate link is placed. 7. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance. 8. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be in writing, an image, or any other copyrightable work. You will provide documentation of any such permission upon Our request. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights. 9. You will not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller appearing on our website unless you have an independent license for the display of such trademark or logo. You will use any data, images, text, or other information obtained by you from us or our website in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement. 10. We grant you a limited, nonexclusive, non-transferable, revocable right to use the graphic images and text we provide solely for the purpose of you participating in the Program. All of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. 11. You acknowledge our ownership of our licensed materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the licensed materials will inure to the benefit of, and on behalf of, the Program and, if requested, agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing in this Agreement gives you any right, title or interest in the licensed materials other than the right to use the licensed materials in accordance with this Agreement. You also agree that you will not attack our title to the licensed materials or the validity of the Licensed Materials or challenge the validity of this Agreement. 12. You may not bypass Design Essentials pages to generate orders. In other words, no direct linking to cart or order forms from any ads or landing pages. The customer must see our offer as presented by us prior to landing on the cart.
1. You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Customers must be directed to an actual page on your website. 2. You may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content-based campaigns on Bing, MSN, Yahoo, Facebook or any other network unless given written permission first from us. 3. You may not use our trademarked terms, including any variations or misspellings in sequence with any other keyword (including, but not limited to 'Design Essentials Coupons', ''Design Essentials Discount Codes', ''Design Essentials Promo', etc). 4. You may not use our trademarked terms in your ad title, ad copy, display name or as the display url. 5. You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Customers must be directed to an actual page on your website. 6. If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we strongly suggest you add our trademarked terms as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If discovered brand bidding on PPC campaigns, you will be removed from the program permanently and all commissions associated with the violations will be reversed.
The following list of trademarked terms should not be treated as an exhaustive list (but as a list of some of the prohibited terms):
Design Essentials, Design Essentials.com, Design Essentials coupon, Design Essentials coupon code, Design Essentials discount, Design Essentials discount code, Design Essentials promo, Design Essentials promo code, Design Essentials sale, Design Essentials sales, Design Essentials deal, Design Essentials deals, Design Essentials Day, Design Essentials Night, Design Essentials Hair Products
No bidding on Design Essential product names of any kind
You will not use unapproved codes as a promotional tool within our Program.
Use of any of our trademarked terms as part of your domain or subdomain for your website is strictly prohibited.
ADVERTISING & PUBLICITY
If you intend to promote our Program via email campaigns, you must adhere to the following: 1. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program. 2. E-mail must be sent on your behalf and must not imply that the email is being sent on behalf of us. 3.We must be sent a copy of the email.
Promotion on Facebook, Twitter, Instagram, YouTube and other social media platforms is permitted following these general guidelines: 1. You ARE allowed to promote offers to your own lists; more specifically, you're welcome to use your affiliate links on your own Facebook, Twitter, etc. pages. 2. You ARE PROHIBITED from posting your affiliate links on our Facebook, Twitter, Pinterest, etc. accounts or company pages in an attempt to turn those links into affiliate sales. 3. You ARE PROHIBITED from running Facebook ads with our trademarked company name. 4. You ARE PROHIBITED from creating a social media account that includes our trademark/s in the page name and/or username.
OPERATIONS OUTSIDE UNITED STATES
If you are conducting business 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, as well as the General Data Protection Regulation (GDPR), if you are conducting business in or taking orders from persons in one or more of the European Union countries.
FTC DISCLOSURE REQUIREMENTS
You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our affiliate 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. Any review page and all creative contained therein must include the word ‘REVIEW’ in the title, the URL and any graphics used in the cover image or profile image. This includes blogs, webpages, Facebook, Twitter, YouTube or ANY OTHER online entity whether or not it is considered to be “social media.” If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure. Disclosures must comply with the following guidelines:
Design Essentials RIGHTS AND OBLIGATIONS
We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Program.
We reserve the right to terminate this Agreement and your participation in the Program immediately and without notice to you should you commit fraud in your use of the Program or should you abuse this program in any way. If such fraud or abuse is detected, we shall not be liable to you for any commissions for such fraudulent sales.
This Agreement will begin upon our acceptance of your Affiliate application and will continue unless terminated hereunder.
1. Either you or we may end this Agreement AT ANY TIME, with or without cause, by utilizing the respective functionality of the affiliate platform. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you. 2. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our website, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. 3. You are eligible to earn commissions on sales of qualifying products that occur during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
1. Only items that were purchased by customers who use the Program Affiliate Link from your site to our website are considered 'direct sales'. Direct sales placed through the Program Affiliate Link on your site are reduced by items that are not shipped, cancelled by customers, returned, charged back or refunded at a later date.
2. We reserve the right to exclude items ordered by you (using the Program Affiliate Link which would otherwise qualify for direct sales) and to not pay commissions for them, if we deem it necessary, in our sole discretion, to prevent abuse of the Program, or to reject orders that do not comply with any requirements that we periodically may establish. 3. We will be responsible for processing orders and will handle all customer service issues. We will track sales by customers who purchase products by using the Program Affiliate Link from your site to our website. A statement of activity is available to you on the Refersion interface.
REVERSAL & COMMUNICATION POLICY
We reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and conditions. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.
1. You are not forthcoming, intentionally vague or are found to be lying. 2. You are not responsive within a reasonable time period and after multiple attempts to contact information listed in your network profile. 3. You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable proof. 4. If any of the above apply, then we reserve the absolute right to reverse orders, set your commission to 0% or suspend you from the program for the period or orders in question or terminate you from the program altogether. We know that many violations are a result of automated processes; however, it is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to pro-actively address these issues and adhere to our program rules.
Financial transactions covered by this Template Term will be processed in the USD currency. Currency exchanges will occur when you or your partner(s) have set a different default currency in account settings.
CHANGE PERIOD NOTIFICATION
The Contract can be changed or cancelled with 1 day(s) notification to the Partner.
Reversal of performance advertising actions are decided by the Advertiser governed by a max reversal percentage of 100%
GRANT OF LICENSES
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 authorize for such purpose. 2. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Program. You agree that all uses of the Licensed Materials will be on behalf of the Program and the good will associated therewith will inure to the sole benefit of us. 3. 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. 4. Except for the limited license granted under this section, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to our Affiliate Link, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to our domain name.
REPRESENTATIONS AND WARRANTIES
You represent and warrant that: 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; 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; 3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
DESIGN ESSENTIALS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR PROGRAM, SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF OUR 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.
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 DESIGN ESSENTIALS’ 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.
You hereby agree to defend, indemnify and hold harmless McBride Research Labs, 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.
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.
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 us. 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. 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. 3. This Agreement shall be governed by and interpreted in accordance with the laws of the United States and the State of California without regard to the conflicts of laws and principles thereof. 4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. 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. 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. 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. 8. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME ADMIT OTHERS INTO THE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.