5% baseline
commission is offered to you for all products not covered in specific
SKU
Lists.
Once you are approved for our program, you can use the code we supply
to
generate links from your site to ours. We offer you a variety
of links
and link types. Use your creativity and your knowledge of the
people who
come to your site to choose the types of links that will be most
appealing and
most likely to invite clicks. The more your links lead to sales on our
site,
the more money your site will earn.
You may create links to our site in the form of banners, textual,
individual
product, search box and store front. You may choose to use one or many
of the
links we provide, or you may create your own
links. However, we will
need to authorize any links that you create independently.
Search
Policy:
(b) No Keyword Purchasing. You agree that you will not purchase or bid
for the
placement of our name or trademarks or any variation or misspelling
thereof
within any third party search engine or portal, including but not
limited to
AOL.com, Yahoo.com, MSN.com and Google.com., ask.com and miva.com.
(c) Search Engine and Advertising Restrictions. You also agree to the
following
additional search engine advertising rules: (i) all advertisements by
you must
be directed to your site or a page within your site, (ii) none of your
advertisements may link directly to the Merchant Website or any page
within the
Merchant Website, (iii) you will not show the Merchant Website URL as
the URL
in your ads, (iv) you will not use the words "official site" or words
to similar effect in connection with any use of our trademarks, or
otherwise
suggest or imply that your site is an official Merchant site or
partner, and
(v) you will stop bidding on any keyword term at our request.
If you fail to comply with any of the restrictions in this section, at
our sole
discretion you forfeit any commissions or other payments otherwise
earned by
you during such time that you are not in compliance.
Please refer to our Terms and Conditions for complete details of our
policies.
We will contact any affiliate found to be in violation of our terms and
give at
least 24 hours notice to rectify the situation
Nautica Affiliate Marketing Program Agreement.
Terms
and Conditions:
This Affiliate Marketing Program Agreement (the "Agreement") contains
the terms and conditions that apply to your participation in the
Nautica affiliate marketing program (the "Program").
Please read this Agreement carefully. By participating in the Program,
you represent that you ("Affiliate" or "you" or "your") have read,
fully understand and agree to the terms of this Agreement with Nautica.
("Nautica" or "we" or "us" or "our"). In addition, if this Agreement is
being executed on behalf of a legal entity, you represent and warrant
that you are authorized to legally bind that entity to this Agreement.
If you do not agree to these terms, do not participate in the Program.
1. PARTICIPATION
In order to apply for to this Program, you must first sign up as an
affiliate of PepperJam Exchange, a Pennsylvania LLC ("PepperJam") and
you must agree to PepperJam Exchanges Membership Agreement
(the
"PepperJam Agreement").
You may apply to participate in the Program by providing all the
information required by PepperJam in connection with becoming a
PepperJam affiliate and by accepting the terms of this Agreement. If
you apply to the program, we will review your website and notify you of
your acceptance or rejection into our Program. We reserve the right to
accept or reject your application in our sole discretion; however we
encourage you to contact us if you feel we have made an incorrect
decision. Including all of the websites that you use in your profile
will help us make a better decision. If your application is accepted,
you may obtain such discounts and affiliate commissions as are offered
pursuant to this Program for so long as this Agreement is not
terminated.
2. WEBSITE GUIDELINES
Your affiliate website(s) ("Your Website") may not:
Infringe on our or any anyone else's intellectual property, publicity,
privacy or other rights.
Violate any law, rule or regulation.
Contain any content that is threatening, harassing, defamatory,
obscene, harmful to minors, or contain nudity, pornography or sexually
explicit materials.
Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or
other computer programming routines that are intended to damage,
interfere with, surreptitiously intercept or expropriate any system,
data, or personal information.
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.
Mislead customers as to the products or services available on Your
Website or on the Nautica website, located at www.nautica.com (the
"Nautica Site").
3. LINKING TO NAUTICA.COM
Upon acceptance into the Program, links will be made available to you
through the PepperJam affiliate website. Your acceptance in our Program
means you agree to abide by the following.
You will only use linking code obtained from the PepperJam affiliate
website without manipulation.
All domains that use your affiliate link must be listed in your
affiliate profile on the PepperJam affiliate website.
Affiliates may not advertise our products on websites that they do not
own. For example, Google Product Search, Amazon, eBay or any comparison
shopping engines such as Shopzilla or Pricegrabber.
Your Website will not in any way copy, resemble, or mirror the look and
feel of the Nautica Site. You will also not use any means to create the
impression that Your Website is the Nautica Site or any part of the
Nautica Site including, without limitation, framing the Nautica Site in
any manner.
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).
You may not use 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.
You may not create any links that lead the customer to a destination
site that is not clearly suggested by the content of the starting site.
You may not use your affiliate links to claim commissions for your own
purchases on Nautica.
4. PAY-PER-CLICK ("PPC") GUIDELINES
If you are approved for this Program and utilize PPC advertising, you
must observe our PPC guidelines. You may not:
Bid on any of our Trademarks, as defined in Section 5, including any
variations or misspellings thereof for search or content based
campaigns on Google, MSN, Yahoo or any other network.
Use our Trademarks in sequence with any other keyword (e.g. Nautica
Coupons).
Use our Trademarks in your ad title, ad copy, display name or as the
display URL.
Direct link to the Nautica Site from any PPC ad or use redirects that
yield the same result. Affiliates must be directed to an actual page on
Your Website.
Bid in any manner appearing higher than Nautica for any search term in
position 1-5 in any auction style PPC advertising program.
If your PPC campaigns are automated, it is your responsibility to
exclude our Trademarks from your PPC advertising program and we
strongly encourage you to add our Trademarks as negative keywords. We
have a stringent no tolerance policy on PPC trademark bidding. If you
engage in PPC trademark bidding that uses our Trademarks, your
participation in the Program will be terminated immediately.
5. TRADEMARKS
Upon acceptance into the Program, Nautica grants you a limited,
non-exclusive, revocable, royalty-free right to use the Trademarks of
Nautica during the term of this Agreement solely to in connection with
your participation in the Program, provided that you shall not: (a) use
the Trademarks in any manner to communicate or suggest any sponsorship
or other connection between Nautica and you other than your
participation in the Program, and (b) harm or adversely affect the
Trademarks or the goodwill associated with the Trademarks. All
promotional messaging and materials used by you containing such
Trademarks shall be subject to the Nauticas prior written
approval.
Except for the limited license provided in this Agreement, Nautica
reserves all rights in and to the Trademarks and the goodwill
associated therewith. All uses of the Trademarks by you shall inure to
the benefit of the Nautica. You shall not acquire, directly or by
implication, any rights or license in the Trademarks except as
expressly provided in this Agreement. Your right to use the Trademarks
will terminate immediately if you violates any of the terms of this
Agreement. For purposes of this Agreement, "Trademarks" means "
Nautica," "nautica.com, "Nautica logos and such other names, logos,
trade names, trademarks, service marks, trade dress, design marks,
brands, copyrights in any designs and other copyrightable subject
matter, and other product identifiers of Nautica as Nautica may from
time to time notify you to be Trademarks within the meaning of this
Agreement.
6. COUPON GUIDELINES
If you are enrolled in our Program and Your Website promotes coupon
codes, you must adhere to our Coupon Guidelines as follows:
You may ONLY advertise coupon codes that are provided to you through
the Program or that are displayed on the Nautica Site.
Coupons must be displayed in their entirety with the full offer, valid
expiration date and code.
You may NOT use any technology that covers up the coupon code and
generates an affiliate click by revealing the code(s).
7. DOMAIN GUIDELINES
Using of any of our Trademarks as part of the domain or sub-domain (for
example nautica.website.com or www.nautica-coupons.com) for Your
Website is strictly prohibited.
8. ADVERTISING
Upon acceptance into the Program, Nautica grants to you a nonexclusive,
nontransferable license (the "License") to use certain banner
advertisements, button links, text links, and/or other graphic or
textual material (the "Promotional Materials") for display and use on
Your Website. The term of the License shall expire upon the expiration
or termination of this Agreement. You may not subcontract, assign,
resell, lease, or sublicense any part of your participation in the
Program or run a sub-affiliate program. Nautica may make Promotional
Materials available to you to display and use on Your Website provided
that the manner of display complies with the following requirements:
You may only use the Promotional Materials to promote the Nautica Site
(and the products available thereon), and for linking to the Nautica
Site.
You shall use only such links to the Nautica Site as are provided to
you by the Nautica.
You shall not alter, add to, subtract from, or otherwise modify the
Promotional Materials as they are prepared by Nautica without consent
from Nautica. If you wish to alter or otherwise modify the Promotional
Materials, you must obtain prior written consent from Nautica for such
alteration of modification.
You shall not use the Promotional Materials to promote the Nautica Site
(and the products available thereon) to customers who are not
physically located in the United States.
9. REVERSALS & COMMUNICATION
Nautica reserves the right to reverse orders due to order
cancellations, duplicate tracking, returns, disputed charges, and
violations of the Program as defined in this Agreement.
Additionally, if we ask you for clarification or more information on
any orders or clicks that we suspect may be in violation of this
Agreement, we expect a response from you in a timely and honest manner.
Below are violations of this communication policy.
You are not forthcoming, intentionally vague or are found to be lying.
You are not responsive within a reasonable time period and after
multiple attempts to contact with information listed in your network
profile.
You cannot substantiate or validate the source of your traffic to our
Program with clear and demonstrable proof.
We reserve the right to reverse orders, set your commission to 0% or
suspend you from the Program for the period or orders in question if
any of the above applies. We understand many violations are a result of
automated processes; however it is incumbent upon you to ensure that
you have the appropriate measurements and processes in place to address
these issues.
Commission
payments are only eligible for payment upon the return period
completion, which is
60 days.
10. INTELLECTUAL PROPERTY
Nautica retains all right, title, ownership, and interest in the
Promotional Materials and Trademarks, including any and all copyright,
trademark, or other intellectual property rights therein. Nothing in
this Agreement shall be construed to grant you any right, title or
ownership in the Promotional Materials, or in the underlying
intellectual property, other than the right to use the Promotional
Materials in accordance with the License, as set forth in Section 8.
11. RELATIONSHIP OF PARTIES
This Agreement shall not be construed to create any employment
relationship, agency relationship, or partnership between Nautica and
you. You shall provide services for Nautica as an independent
contractor. You shall have no authority to bind Nautica to any
agreement, nor shall you be considered to be an agent of Nautica in any
respect.
12. AFFILIATE COMMISSIONS
Upon acceptance into the Program, you will be eligible to receive an
affiliate commission (the "Commission") for the successful completion
of Eligible Purchases. An "Eligible Purchase" occurs when a customer
(not you) clicks-through the link (supplied by Nautica to you) to the
Nautica Site and successfully completes a purchase for which Nautica
receives and retains payment. To be an Eligible Purchase, the sale must
be completed by a customer that is physically located in the United
States. The current rates of Commission shall be set forth in your
PepperJam affiliate program located on the PepperJam affiliate website.
Nautica reserves the right to modify the Commission rate from time to
time, in its sole discretion. Nautica is responsible for authorizing
Commission payments and PepperJam will be solely responsible for
fulfilling and transferring all Commission payments in accordance with
the PepperJam Agreement. Nautica will be entitled to withhold, deduct
and set off from any payments to be made to you hereunder any sums owed
by you to Nautica, whether in connection with this Agreement (including
any breach hereof by you) or otherwise.
13. AFFILIATE STATE LIMITATIONS
Due to local state tax laws, we unfortunately are not accepting
affiliates residing in Arkansas, Colorado, Connecticut, Illinois, North
Carolina, Rhode Island and Vermont. If at any time following your
enrollment in the Program you become a resident of Arkansas, Colorado,
Connecticut, Illinois, North Carolina, Rhode Island or Vermont you will
become ineligible to participate in the Program and your participation
in the Program will automatically terminate, on the date you establish
residency in that State. In addition, you must promptly notify us in
writing of your Arkansas, Colorado, Connecticut, Illinois, North
Carolina, Rhode Island or Vermont residency, which you may do via the
PepperJam affiliate website.
14. DISCLAIMER
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO
THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER
NO CIRCUMSTANCES SHALL NAUTICA BE LIABLE TO YOU UNDER THESE TERMS,
UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL
OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM
(INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS
OR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN NO EVENT SHALL NAUTICAS LIABILITY TO YOU OR
ANY THIRD
PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR 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. NAUTICA DOES NOT WARRANT OR GUARANTEE ANY RESULTS
OF PARTICIPATION IN THE PROGRAM. ALL PRODUCTS, PROGRAMS AND PROMOTIONAL
MATERIALS HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY
WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART
OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH NAUTICA WOULD NOT HAVE
ENTERED INTO THIS AGREEMENT. NAUTICA DISCLAIMS ALL WARRANTIES, EXPRESS,
IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY LAW), REGARDING THE
PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS, INCLUDING, BUT NOT
LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER
AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS
REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE
PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS SHALL BE DEEMED A WARRANTY
FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF NAUTICA WHATSOEVER.
15. INDEMNIFICATION
YOU SHALL INDEMNIFY AND HOLD HARMLESS NAUTICA FROM ANY CLAIM, DAMAGE,
LAWSUIT, ACTION, COMPLAINT, OR OTHER COSTS ARISING OUT OF ANY WRONGFUL
ACT RELATED IN ANY WAY TO YOUR PARTICIPATION IN THE PROGRAM OR YOUR
BREACH OF THIS AGREEMENT. YOU SHALL ALSO INDEMNIFY AND HOLD HARMLESS
NAUTICA FROM ANY DAMAGE, LOSS OR OTHER COST ARISING OUT OF THE USE OR
MISUSE BY YOU OF THE TRADEMARKS OR PROMOTIONAL MATERIALS.
16. CONFIDENTIALITY
Any information that you are exposed to by virtue of your participation
in the Program, which information is not available to the general
public, shall be considered to be "Confidential Information." You may
not disclose any Confidential Information to any person or entity,
except where compelled by law, unless you obtain prior written consent
for such disclosure from Nautica. You shall not use any Confidential
Information except to the extent necessary to fulfill the purposes of
this Agreement.
17. TERMINATION
Your participation in the Program shall begin upon your acceptance as
an affiliate by Nautica and shall end when terminated by either party.
Either party may terminate such status at any time, with or without
cause. Upon termination, all licenses granted to you pursuant to the
Program shall cease and you shall use best efforts to immediately
remove all codes and links, references on Your Website regarding
Nautica, and cease any and all use of Promotional Materials, Trademarks
or any other trade or service marks, trade names or any other items
received through or used in connection with such Program. Subject to
Section 13, upon the termination of your participation in the Program
for any reason, you will be entitled to receive Commissions only on
Eligible Purchases that occurred prior to such termination. Nautica
reserves the right to terminate the Program at any time upon notice to
you.
18. MODIFICATION
We may modify these terms and conditions at any time, at our sole
discretion. If you disagree with any modification, your only recourse
is to terminate this Agreement. You agree that, if you continue to
participate in the Program following a posted modification, your
continued participation represents acceptance of the revised term.
19. COMPLIANCE
In connection with your participation in this Program, you will comply
with all applicable laws, rules and regulations, including but not
limited to the following laws, rules and regulations governing
marketing and promotions:
The CAN-SPAM Act of 2003
Section 5 of the FTC Act
The FTC's disclosure rules regarding endorsements
To comply with the FTC's disclosure rules regarding endorsements, you
shall include a disclosure statement within any and all pages/posts
where affiliate links for the 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. If
you received the product for free from us or from our designated
affiliate management team for review, this also must be clearly stated
in your disclosure.
20. JURISDICTION
This Agreement is governed by the laws of the State of New York,
without regard to its choice of law principles. You hereby irrevocably
consent to jurisdiction of the state and federal courts located in New
York, New York with respect to any proceeding regarding this Agreement.
You will not prosecute any action, suit, proceeding or claim arising
under or by reason of this Agreement except in such courts.
21. GENERAL
a) Severability. If any provision of this
Agreement is held by a court of competent jurisdiction to be invalid,
illegal, or unenforceable, the remainder of this Agreement will remain
in full force and effect.
b) Assignment. You may not assign this
Agreement or any of its rights under this Agreement without the prior
written consent of Nautica, and any attempted assignment without such
consent shall be void. Subject to the foregoing restriction, this
Agreement will be fully binding upon, inure to the benefit of, and be
enforceable by us and our respective successors and assigns.
c) Nonwaiver. Any failure by Nautica to
insist upon or enforce performance by you of any of the provisions of
this Agreement or to exercise any rights or remedies under this
Agreement or otherwise by law will not be construed as a waiver or
relinquishment of any right to assert or rely upon the provision, right
or remedy in that or any other instance; rather, the provision, right
or remedy will be and remain in full force and effect.
d) Relation to Other Agreements. In the
event of any conflict or inconsistency between this Agreement and the
PepperJam Agreement, the provisions of this Agreement shall prevail.
e) Entire Agreement. This Agreement sets
forth our entire agreement with respect to your participation in the
Program.
5% baseline
commission is offered to you for all products not covered in specific
SKU
Lists.
