Affiliate Program Operating Agreement
Welcome to the StyleGPS Shop My Look Affiliate Program. Any person or entity that participates or attempts to participate in our affiliate program (the "Affiliate Program" and such person or entity, "you") must accept this Affiliate Program Operating Agreement (this "Agreement"). By registering for or using the Shop My Look affiliate program, you agree to this agreement. Please read carefully.
The Affiliate Program permits you to monetize your social media user-generated content, by placing the Shop My Look affiliation link on your social media page or site. When users click through the affiliation link to purchase an item, you can receive part of the program fees we (StyleGPS) receives from ads.
You must comply with this agreement to participate in the Affiliate Program and receive fees. You must provide us with any information we request to verify your compliance with this agreement.
If you violate this Agreement, or if you violate terms and conditions of any other applicable StyleGPS agreement, then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) withhold (and you agree you will not be eligible to receive) any fees otherwise payable to you under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right of StyleGPS to recover damage in excess of this amount.
You represent, warrant, and covenant that (a) you will participate in the Affiliate Program and create, maintain, and operate your social media page or site in accordance with this Agreement, (b) neither your participation in the Affiliate Program nor your creation, maintenance, or operation of your site will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) you will not participate in the Affiliate Program if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Affiliate Program; (f) the information you provide in connection with the Affiliate Program is accurate and complete at all times.
We do not make any representation, warranty, or covenant regarding the amount of traffic or fees you can expect at any time in connection with the Affiliate Program, and we will not be liable for any actions you undertake based on your expectations.
The term of this Agreement will begin upon your registration for or use of the Affiliate Program. Either you or we may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be 7 calendar days from the date notice is provided. You can provide termination notice by email firstname.lastname@example.org to close your account. In addition, we may terminate this Agreement or suspend your account immediately upon written notice to you for any of the following: (a) you are in material breach of this Agreement, (b) you otherwise fail to cure within 7 days of our notice to you regarding any other breach of this Agreement; (c) we believe that we may face potential claims or liability in connection with your participation in the Affiliate Program; (d) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Affiliate Program; (e) your participation in the Affiliate Program has been used for deceptive, fraudulent or illegal activity; (f) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either party under this Agreement; (g) we have previously terminated this Agreement (or suspended your account) with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, or (h) we have terminated the Affiliate Program as we generally make it available to participants.
We may hold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancelations or returns).
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR SOCIAL MEDIA PAGE OR SITE (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR SOCIAL MEDIA PAGE SITE OR ANY MATERIALS THAT APPEAR ON YOUR SOCIAL MEDIA PAGE OR SITE, INCLUDING THE COMBINATION OF YOUR SOCIAL MEDIA PAGE OR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SOCIAL MEDIA PAGE OR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SOCIAL MEDIA PAGE OR SITE, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), OR (E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.
This Agreement incorporates, and you agree to comply with, the most up-to-date version of all policies, appendices, specifications, guidelines, schedules, and other rules referenced in this Agreement or accessible on the Affiliate Program, including any updates from time to time. In the event of any conflict between this Agreement and any other StyleGPS policy, this Agreement will control. This Agreement is the entire agreement between you and us regarding the Affiliate Program and supersedes all prior agreements and discussions.
We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice, revised Agreement, or by sending notice of such modification to you by email to the primary email address then-currently associated with your account. The effective date of such change will be the date specified. YOUR CONTINUED PARTICIPATION IN THE ASSOCIATES PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 4.