PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU JOIN
ACC Jewelers Affiliate Program Agreement
This Agreement, made and entered by and between ACC Jewelers, a Washington (USA) corporation doing business as www.accjewelers.com (“Alfredo” or “we” or “us”), and you, the affiliate (“you” or “Affiliate”), contains the terms and conditions that apply to your participation in the ACC Jewelers Affiliate Program (the “Affiliate Program” or “Program”).
NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH US. PLEASE READ IT CAREFULLY.
- Enrollment in the Program
You will submit a complete and accurate Affiliate Program application. We may reject your application (at our sole discretion) if we feel your site is unsuitable or inconsistent with the mission and image of Alfredo. If your site is accepted, Alfredo may terminate this Agreement anytime thereafter if your site is determined (at our sole discretion) to be unsuitable for the Program.
- Promotion of Our Affiliate Program
Upon your acceptance as an Affiliate Site, we will make available to you a unique link (the “Link(s)”), which, subject to the terms and conditions hereof, you may display as often and in as many areas of your site as you desire. The Links will serve to uniquely identify your site as a member of our Affiliate Network and will establish a link from your site to ours.
2.1 Alfredo Agrees To:
2.1.1 Pay Affiliate 10% of the sale price. If your gross sales (less cancellations and refunds) are at least $15,000 over 3 months, at least $10,000 over 6 months, or at least $5,000 over 12 months, as determined by Alfredo in its sole discretion, Alfredo will pay you 15% of the sale price for as long as you maintain those gross sales levels. Failure to maintain those gross sales levels, as determined by Alfredo in its sole discretion, will cause Alfredo to reduce your commission to 10% of the sale price.
2.1.2 Offer discounts on certain jewelry items from time to time without notice to you, and if it does your commission will be based on the discounted price if an order through your link is placed during the period of time the discount is offered. No fees shall be payable if a visitor leaves the accjewelers.com website without making a valid and legal purchase. Any cancellations, refunds or charge backs to a customer, referred through your affiliate link, will be deducted from your commissions.
2.1.3 Pay Affiliate on a monthly basis. However, if total commissions you earned are less than $100.00 in any month, such amount will be carried over and paid in the next month in which the aggregate commissions owed equal or exceed $100.00.
2.2 Affiliate Agrees To:
2.2.1 Comply with all applicable federal and state laws regulating the marketing and promotion of goods and services, including but not limited to the U.S. Federal Trade Commission Act of 1914, 15 U.S.C. § 41 et seq., the U.S. CAN-SPAM Act of 2003, 15 U.S.C. § 7701 et seq., and the U.S. Federal Trade Commission’s Guides Concerning the Use of
Endorsements and Testimonials in Advertising, 16 C.F.R. Part 255 (2009). You indemnify Alfredo and hold Alfredo, its officers, directors, shareholders and affiliates harmless from and against any and all liability which any of them may incur as a result of your breach or violation of the terms of this Agreement any applicable U.S. law, rule or regulation, whether intentional or not.
2.2.2 Place www.accjewelers.com Links on your site or other advertising space.
2.2.3 Have sole responsibility for the development, operation, and maintenance of your site and/or Instagram® account and for all the materials that appear on your site or account.
2.2.4 Ensure that all materials posted on your site and/or Instagram® account are not illegal and do not infringe on the rights of any person or entity of any kind. We disclaim all liability for all materials on your site.
2.2.5 Indemnify, defend, and hold us harmless from all claims, damages, and expenses relating to the development, operation, and contents of your site and/or Instagram® account and all activities you conduct on your site and/or Instagram® account.
2.2.6 Accept payment via Visa, MasterCard, American Express and Discover credit cards. Alfredo accepts payment via PayPal® but adds a 4% surcharge to cover the PayPal® fees.
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.
- Disclaimers; Limitation of Liability
In no case shall ACC Jewelers, our directors, officers, shareholders, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of our website or any products or services procured using our website, or for any other claim related in any way to your use of our website or any product or service procured using our website, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
IN NO EVENT SHALL ACC Jewelers’s AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS WEBSITE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE WEBSITE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE WEBSITE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ACC Jewelers is a United States-based company and website. We make no representation that any aspect of our website or any product or service procured using our website is appropriate or available for use outside of the United States or may be used for persons who are not citizens of the United States or residents of other countries. Those who access our website from other locations are responsible for compliance with applicable local laws. The website or any product or service procured using our website is subject to applicable export laws and restrictions.
- Limited License
We grant you a nonexclusive, nontransferable, revocable right to access our site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of linking your site to our site, solely for the purpose of identifying your site as a participant in the Program and assisting in increasing traffic to www.accjewelers.com. You may not alter, modify, or change the Links in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the ACC Jewelers Affiliate Program. We may revoke your license anytime for any reason without notice.6. Disclaimers
We make no express or implied warranties or representations with respect to the www.accjewelers.com Web site or the ACC Jewelers Affiliate Program (including, without limitation, warranties of fitness, merchantability, no infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). 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.
The terms of this Agreement will begin upon acceptance of your application. This Agreement shall commence on the date of approval of your Affiliate Program application and shall continue thereafter in full force and effect until terminated at any time by either party upon notice to the other party in writing or by e-mail. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site and/or Instagram® account, all Links to our site, and all ACC Jewelers trademarks, trade dress, images and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.
- Amendment; Modifications
We may amend or modify any of the terms and conditions of this Agreement at any time, and you can review the most current version of this Agreement at any time at this page.
You will be notified by email of significant changes to this Agreement. If the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in this Affiliate Program after a change notice has been emailed will constitute binding acceptance of the change.
- Independent Contractors
You and ACC Jewelers are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.
- Representations and Warranties
You hereby represent and warrant to us as follows:
10.1 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.
10.2 The development, operation, and contents of your site and/or Instagram® account do not infringe upon the copyright, trademark, or any other right of any person or entity.
10.3 All information contained in your application to the Affiliate Program will be true, correct and complete in all material respects.
- Independent Investigation
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate Web sites that are similar to or compete with your Web site. You have independently evaluated the desirability of participating in the ACC Jewelers Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
If you commit fraud or falsify information in connection with referring visitors and/or sales to Alfredo through the Links on your site, this Agreement will be terminated immediately. In addition, you will be liable to Alfredo for any and all damages that Alfredo suffers as a result of such actions. You will also be responsible for returning to Alfredo all commissions received for fraudulent/falsified visits and/or sales, and we will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law.
- Anti-Predatory Advertising Policy
Affiliates will be removed from the ACC Jewelers Affiliate Program and forfeit any pending commissions if they are utilizing or distributing software downloads that potentially enable diversions of commission from other affiliates in our program.
This Agreement and the rights and obligations hereunder may not be assigned by you without prior written consent of Alfredo.
- Reservation of Rights
Alfredo may terminate this Agreement at any time if your site is determined (at our sole discretion) to be unsuitable for the Program, even if your site has not changed since the time that your Affiliate Program application was accepted. Alfredo also reserves the right to monitor Affiliate sites at any time to determine whether they are in compliance with this Agreement.
- Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, U.S.A., without regard to principles of conflict of laws.
In the event of a dispute between you and ACC Jewelers (including any dispute over the validity, enforceability, or scope of this dispute resolution provision), other than with respect to claims for injunctive relief, the Dispute will be resolved by binding arbitration pursuant to the rules of the American Arbitration Association Commercial Arbitration Rules. The place of the arbitration shall be in Seattle, Washington, U.S.A.. In the event that there is any dispute between you and ACC Jewelers that is determined not to be subject to arbitration pursuant to the preceding sentence, or in the event this arbitration provision is held unenforceable or invalid by a court of competent jurisdiction, you agree to submit in that event to the exclusive jurisdiction and venue of the courts of the State of Washington located in King County or the United States District Court for the Western District of Washington. You agree that this Agreement and the relationship between you and ACC Jewelers hall be governed by the Federal Arbitration Act and the laws of the State of Washington, U.S.A. without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party’s intellectual property rights in any court of competent jurisdiction where the other party resides or has its principal place of business.
Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by you, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.
If you have questions or suggestions, please contact us at firstname.lastname@example.org or at the following address:
ATTN: Customer Care
707 S Grady Way
Renton, Washington 98057
Tel.: (888) 778 6497