Terms & Conditions: Affiliates
Last Revised on November 3, 2022
These are the terms between you (the “Affiliate”) and us (“Appledoll”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.
The Marketing Affiliate Program Agreement applies to your participation in our Marketing Affiliate Program (the “Affiliate Program”). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.
We periodically update these terms. If we update or replace the terms we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.
1. Links to AppleDoll. As an Affiliate Site, we will make available to you Links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link") and banners, which, subject to the terms and conditions hereof, you may display as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Affiliate Network and will establish a link from your site to ours. You will link your posts and promotions to Appledoll and our Site using special URLs specified in the Program (the "Required URLs").
Affiliates are prohibited to bid on the following:
- Branded trademarks / terms
- Derivatives of branded / trademarked terms
- Broad-match based on branded / trademarked terms
2. Promotion and Publicity. At its discretion, Company may promote you and your affiliation with Company on its website, social media channels, marketing materials, and/or advertising (e.g., paid social media advertising). These promotions may include your name, likeness, image, voice and biographical information (your “Identity”), and you hereby grant to the Company an irrevocable, royalty-free right and license throughout the universe in perpetuity to broadcast, use, reproduce, publish, dub, distribute, display and/or exhibit your Identity, in any and all media and via any and all means, now known or hereafter, in each case, in connection with the Company’s products and services. You will have the right to approve any promotional piece with respect to your Identity prior to its publication, such approval not to be unreasonably withheld.
3. Ownership and Licenses.
Posts. You will own the copyright in and to any social media posts or other materials that you develop pursuant to this Agreement (the “Posts”). You hereby grant to Company a perpetual, exclusive, sublicensable, worldwide royalty-free license to use, distribute, publish, display, publicly perform, reproduce, store, archive, prepare derivative works from, translate into all languages, market and sell the Posts, in all media, whether now known or hereafter created, throughout the world. Company will have no obligation to use or publish any of the Posts during the term or thereafter.
4. Warranties. You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements. You represent, warrant and covenant that (i) the Posts do not and will not infringe the copyright, patent, trade secret, or any other intellectual property right of any third party and (ii) the Posts do not contain any matter which (x) is libelous, slanderous, obscene or violative of any legal right of anyone else (including, without limitation, rights of privacy and rights of publicity); (y) if relied upon, might cause harm or injury to any person or property; or (z) disparages Company or any Company products or services. Further, you covenant that you shall not disparage, degrade, or otherwise make negative remarks about the Company or any affiliates or subsidiaries thereof, and any of its or their respective products, services, business strategies or plans.
5. Endorsement Compliance. You agree to perform the Services in compliance with applicable law, including the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “Guides”) and any written policies for social media endorsements that we may provide you from time to time. Specifically, you agree that: (a) the information you publish as part of the Services will not be misleading or deceptive and will reflect your honest views and personal experiences with the Company and/or its products and services and (b) that, in association with your performance of Services, you will disclose any material connection between you and the Company including that the Company may have paid for your Services. The form of any such disclosure shall be mutually agreed by the Company and you but, at a minimum, will appear clearly and conspicuously and in close proximity to any statements you make about the Company. For more information about the Guides, please visit:http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf and https://www.ftc.gov/tips-advice/business-center/guidance/ftcs endorsementguides-what-people-are-asking.
6. Indemnity. You will indemnify, defend and hold Company harmless from any third party claim based upon your breach of any representation, warranty or obligation under this Agreement.
7. Term and Termination. This Agreement will be in effect until the end of the program period or Company may terminate this Agreement for any reason or no reason upon written notice to you. Either party will have the right to terminate this Agreement in the event that the other party fails to cure a breach of the Agreement within five (5) business days of written notice of such breach.
8. Payment Terms. Total compensation will be paid by Company to the Affiliate based on the agreed upon rates on qualified net sales tracked within the Affiliate tool. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions, (iii) have a valid and up-to-date payment method in the Affiliate Tool with such account (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.
We or the Affiliate Tool will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion). Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool. Terms may be updated periodically.
9. Personal Services and Assignment. This is an agreement for personal services and you represent that all obligations pursuant to this Agreement will be performed by you and no other individual. You may not assign this Agreement, in whole or in part, without the express written consent of Company. Upon written notice, Company may assign or transfer this Agreement to any subsidiary or affiliated company or by merger, or acquisition or in connection with a reorganization or sale of all or substantially all of Company’s assets.
10. Independent Contractors. It is the express intention of the parties that you are an independent contractor and nothing in this Agreement will in any way be construed to make you an agent or employee of Company. You do not have authority to contractually bind Company. You will furnish all tools and materials necessary to perform the Services, and will incur all expenses associated with performance, except as expressly provided in this Agreement. You are required to pay all employment, income and other taxes thereon. Affiliate acknowledges and agrees that neither Affiliate, nor any of his/her associates, employees, advisors, or owners, will be eligible for any employee benefits.
11. Social Responsibility. You acknowledge and agree that a material inducement to your engagement hereunder is your positive reputation in the consumer marketplace. You further acknowledge and agree that You owe a duty to the Company during the Term to act in a socially responsible and upstanding manner, and that it shall constitute a material breach of this Agreement if, at any time during the Term, You (i) are arrested for or charged with a crime involving moral turpitude (including, without limitation, shop lifting and drunk driving), (ii) are convicted of a felony, (iii) become an object of public disgrace, obloquy, ill will or ridicule, (iv) commit an act which shocks, insults or offends the community, public morals or decency, or (v) engage in any other act that may harm the image of You or the Company.
12. Governing Law. This Agreement will be construed and enforced in accordance with the laws of the State of California without regard to the principles of conflicts of law. Any and all disputes, arising under or in any concerning this Agreement will be adjudicated in the state or federal courts, located in Los Angeles, California. Both parties consent to the sole and exclusive jurisdiction of, and venue, in such courts.
13. Full Release. You hereby waive, and will not assert or maintain against the Company, or its affiliates, successors, assigns, agents and licensees, any claim, action, suit or demand of any kind or nature whatsoever, including but not limited to, those for libel, slander, defamation, invasion of any rights of privacy, publicity or personality, infringement of copyright or violation of any other right (including any civil or moral rights), which arise out of or relate to the exercise by Company of any rights granted hereunder.
14. CONFIDENTIAL INFORMATION. Without the Company’s prior written approval, You shall not, in any way, directly or indirectly, disclose or distribute any confidential and/or proprietary information (in whole or in part) of the Company or any affiliates or subsidiaries thereof, including, without limitation, (i) any information which the Company has advised You is confidential, (ii) any information with respect to the Company’s intellectual property, (iii) any work done in connection with the performance of your Services rendered hereunder, or (iv) the terms of this Agreement (collectively, “Confidential Information”) to, or permit the reproduction of any such Confidential Information (in whole or in part) by, any person, firm, corporation, association or any other operation or entity, or use such Confidential Information, for any reason or purpose, in each case except to the extent expressly permitted hereunder in connection with the rendering of your Services hereunder (including compliance with Section 5). For purposes of this Agreement, “Confidential Information” shall not include general industry information or information that is publicly available (other than as a result of a breach of this Agreement), information that you have lawfully acquired from a source other than the Company or any affiliates or subsidiaries thereof or its or their agents, or information that is required to be disclosed pursuant to any law, regulation or rule of any governmental body or authority or court order (provided, however, that you shall continue to be required to treat such information as Confidential Information on a going forward basis after being required to disclose the Confidential Information pursuant to such law, regulation, rule or court order). Notwithstanding the foregoing, you
may disclose the information described herein to your attorneys and may disclose the information described in clause (iv) to your accountants and other advisors, provided such other persons or firms agree not to disclose such information with any third party. You agrees that, upon the request of the Company, and immediately upon expiration or termination of this Agreement, you will immediately deliver to the Company all Confidential Information in your possession and/or control, and all notes, records, memoranda, correspondence, files and other papers, and all copies, relating to or containing such Confidential Information, whether in written, electronic or other mediums.