Belle of the Ball Affiliate Program Terms and Conditions
SHOPBELLEOFTHEBALL.COM AFFILIATE TERMS & CONDITIONS
This Affiliate Program Operating Agreement (the "Agreement") is made and entered into by and between Belle of the Ball. ("Belle of the Ball." or "we"), and you ("you" or "Affiliate"), the party submitting an application to become a Belle of the Ball Affiliate. The terms and conditions contained in this Agreement apply to your participation in the Belle of the Ball Affiliate Program. Each Affiliate Program offer (an "Offer") may be for any offering by Belle of the Ball or a third party (each such third party a "Client") and may link to a specific website for that particular Offer ("Program Web Site"). Furthermore, each offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.
ENROLLMENT IN THE AFFILIATE PROGRAM
- You must submit an Affiliate Program application from our website. You must accurately complete the application to become an affiliate, provide us with future updates, and must not use any aliases or other means to mask your true identity or contact information. After we review your application, within seventy-two (72) hours, we will notify you of your acceptance or rejection to the Affiliate Program. We may accept or reject your application at our sole discretion for any reason.
OBLIGATIONS OF THE PARTIES
Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, Bell of the Ball Agrees as follows:
- We will make available to you via the Affiliate Program graphic and/or textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which you may display on web sites and/or social media sites, owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, "Media"). The provided Link will serve to identify you as a member of our Affiliate Program and will establish a link from your Media to the Program Web Site.
- We will pay our Affiliates Commission for each Qualified Action. A "Qualified Action" means an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like a real live individual, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the allotted time period allowed by Bell of the Ball (v) is not later determined by Belle of the Ball to be fraudulent, incomplete, unqualified or a duplicate.
- We will pay you any Commissions earned weekly. We reserve the right to charge back to your account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action and or if your Client is granted a refund. (please see our refund guidelines)
- Payment for Commissions is dependent upon Clients finalizing their orders and monies being funded to Belle of the Ball, and therefore, you agree that Belle of the Ball shall only be liable to you for Commissions if we have received such funds from the Clients. You hereby release Belle of the Ball from any claim for Commissions if Belle of the Ball has not received funds from the Clients.
Commissioned received from “Qualifying Actions” will be paid out every Monday.
- Belle of the Ball will send an invoice forty-eight (48) hours (Every Saturday) prior to the date your funds would be available for each individual Affiliate.
- If our Affiliates feel/notice an error within their invoice. Affiliates MUST submit that dispute to Belle of the Ball via email with in twenty-four (24) hours (Every Sunday).
- If an Affiliate does not dispute the invoice as set forth herein, then the Affiliate agrees that he/she irrevocably waives any claims based upon that invoice.
- All tracking of Links and determinations of “Qualified Actions” and Commissions will be at the sole discretion of Belle of the Ball.
- In the event that Affiliate is also tracking “Qualified Actions” and Affiliate claims a discrepancy. Affiliate must provide Belle of the Ball with findings within forty-eight (48) hours (Saturday) prior to Commission being sent out on Monday.
- If Belle of the Ball and our Affiliate's reported statistics vary by more than 10% and Belle of the Ball reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then Belle of the Ball and Affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then Belle of the Ball’s numbers shall govern.
- If an Affiliate has an outstanding balance due to Belle of the Ball under this Agreement or any other agreement between the Affiliate and Belle of the Ball whether or not related to the Affiliate Program, Affiliate agrees that Bell of the Ball may offset any such amounts due to Belle of the Ball from amounts payable to Affiliate under this Agreement.
- Commission is awarded for selling Belle of the Ball products only. Additional services including but not limited to wholesale orders are not subject to the program. Belle of the Ball may modify which products are eligible to earn Commission at our sole discretion. You will be notified of any changes in the manner as described in the Agreement.
- Commission will only be paid if (i) Once “QUALIFIED ACTIONS” have been determined and (ii) Affiliates maintains accurate details of an active PayPal account on the Affiliate site.
Any Clients payments that are subsequently canceled, cause a chargeback, refunded will result in payment being taken from your current Commission balance. We reserve the right to request Commission is refunded if already paid.
Any quotes given Belle of the Ball before the Client joined the affiliate program do not qualify for the affiliate program and therefore do not qualify for any affiliate commission.
With your agreement to become an Affiliate,
You agree to the following
- Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.
- Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, sexual orientation, disability or age), promotes activities which are illegal in the jurisdiction where the Media is displayed, contains profanity or otherwise contains materials that Belle of the Ball informs you that it considers objectionable (collectively, "Objectionable Content").
- Remove or modify any Media used in connection with Objectionable Content within ten (10) business days of being informed of such by Bell of the Ball If such action is not taken within the time allotted, Belle of the Ball reserves the right to revoke Affiliate's membership in the Program and request removal of all Affiliate's existing Media.
- Affiliate will not make any representations, warranties or other statements concerning Belle of the Ball or Client or any of their respective products or services, except as expressly authorized herein.
- Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules, and regulations as they relate to your business, your Media or your use of the Links.
- Comply with the terms, conditions, guidelines, and policies of any third party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services, and ad networks.
- Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Belle of the Ball or Affiliates, or as required by applicable laws regarding such Offers.
- DO NOT place Belle of the Ball ads on any online auction platform (i.e. eBay, Amazon, Etsy, Jet.com etc.)., and only on platforms belonging to the Affiliate
- An Affiliate can use his/her provide Link or other Affiliates provided Links to purchase merchandise. All Affiliates will receive discounts and Incentives based on “Qualified Action”
- If an Affiliate uses his/hers provided link or Links provided to Affiliates Associated with Belle of the Ball. He/she would be terminated from Belle of the Ball’s Affiliate Program, and will not be allowed to re-apply.
Affiliate Network Campaigns.
- For all Affiliate's that maintain their own affiliate networks, Affiliate agrees to place the Links on its affiliate network (the "Network") for access and use by those affiliates in Affiliate's Network (each a "Third Party Affiliate").
- Affiliate agrees that it will expressly forbid any Third Party Affiliate to modify the Links in any way.
- Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third Party Affiliate whose web site or business model involves content containing Objectionable Content.
- All Third Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links.
- Affiliate shall promptly terminate any Third Party Affiliate who takes or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement.
- In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Belle of the Ball, the identity and contact information for such Third Party Affiliate.
- Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to future Offers of Belle of the Ball in the Network upon written notice from Belle of the Ball. Unless Belle of the Ball has been provided with all truthful and complete contact information for a Third Party Affiliate and such Third Party Affiliate has affirmatively accepted this Agreement as recorded by Belle of the Ball.
- Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.
- Except as otherwise provided in this Agreement or with the consent of Belle of the Ball, you agree 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 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 you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program or assist another party to do the same.
LIMITED LICENSE & INTELLECTUAL PROPERTY
- We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Web Site.
- Unless given consent, you may not alter, modify, manipulate or create derivative works of the Links or any Belle of the Ball graphics, creative, copy or other materials owned by, or licensed to, Belle of the Ball. We may revoke your license anytime, with or without written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Belle of the Ball’s trademarks, service marks, copyrights, patents or trade secrets. You agree that Belle of the Ball may use any suggestion, comment or recommendation you choose to provide to Belle of the Ball without compensation. All rights not expressly granted in this Agreement are reserved by Bell of the Ball
- This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all Belle of the Ball or Client intellectual property, and will cease representing yourself as a Belle of the Ball or Client affiliate for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
- In addition to any other rights and remedies available to us under this Agreement Belle of the Ball reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) Belle of the Ball determines that you have violated this Agreement, (ii) Belle of the Ball receives any complaints about your participation in the Affiliate Program which Belle of the Ball reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or in the Affiliate Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, Belle of the Ball reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
- You must strictly comply with the Privacy and Electronic Communications (EC Directive) Regulations 2003as amended (the "Regulations"). All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link. From time to time, we may request - prior to your sending emails containing linking or referencing the Affiliate Program that you submit the final version of your email to Belle of the Ball for approval by sending it to your Belle of the Ball representative and upon receiving written approval from Belle of the Ball of your email the email may be transmitted to third parties.
- It is solely your obligation to ensure that the email complies with the Regulations. You agree not to rely upon Belle of the Ball approval of your email for compliance with the Regulations, or assert any claim that you are in compliance with the Regulations based upon Belle of the Ball’s approval.
- You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, stealware, cookie-stuffing and other deceptive acts or click-fraud. Belle of the Ball shall make all determinations about fraudulent activity in its sole discretion.
REPRESENTATIONS AND WARRANTIES
- You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, Belle of the Ball represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to Belle of the Ball own business operations or Belle of the Ball proprietary products or services.
- In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Your continued participation in this Affiliate Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, Belle of the Ball may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from Belle of the Ball to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.
- You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.
- Affiliate hereby agrees to indemnify, defend and hold harmless Belle of the Ball and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links, Offers or Belle of the Ball or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links).
- Belle of the Ball hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that Belle of the Ball is not authorized to provide you with the Links.
- THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THERE WITH ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, BELLE OF THE BALL EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. BELLE OF THE BALL DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. BELLE OF THE BALL EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. BELLE OF THE BALL DOES NOT GUARANTEE THAT EACH AFFILIATE WILL EARN THE SAME/ANY SPECIFIC AMOUNT OF COMMISSIONS.
LIMITATION OF LIABILITY
- IN NO EVENT SHALL BELLE OF THE BALL. BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF BELLE OF THE BALL. IN NO EVENT WILL BELLE OF THE BALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT BELLE OF THE BALL HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. BELLE OF THE BALL CUMULATIVE LIABILITY TO AFFILIATE(s), FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY AROMALOVE LONDON LTD. IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
GOVERNING LAW & MISCELLANEOUS
- Affiliate shall be responsible for the payment of all attorneys fees and expenses incurred by Belle of the Ball to enforce the terms of this Agreement. This Agreement contains the entire agreement between Belle of the Ball and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees that Belle of the Ball shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Belle of the Ball "clicks through" or otherwise indicates its acceptance thereof. Affiliate may not assign all or any part of this Agreement without Belle of the Ball’s prior written consent. Belle of the Ball may assign this Agreement at any time with notice to Affiliate(s). This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the "Modifications" section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
- By submitting an application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.