This Affiliate Agreement (the "Agreement") contains the complete terms
and conditions between SAKARE COSMETICS ( “SAKARE”) and you,
regarding your application to and participation in the SAKARE Affiliate
Program (the "Program") as an affiliate of SAKARE ("you" or "Affiliate"),
and the establishment of links from Affiliate's social media accounts to our
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING
IN THE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ
THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND
CONDITIONS.
1. ELIGIBILITY TO PARTICIPATE IN THE PROGRAM
To participate in the Program, you must be a legal resident of the fifty (50)
United States and at least eighteen (18) years of age or older (or the age of
majority, whichever is greater) in your state of legal residence. Employees
of SAKARE and/or any of its subsidiaries, affiliates or related companies
are not eligible to participate.
2. DEFINITIONS
"Affiliate" shall mean the individual applying to or participating in the
Program by displaying sakre’s products on the social media accounts
owned or controlled by Affiliate, including but not limited to, Instagram,
Facebook, TikTok, YouTube or blog (individually and collectively, "Affiliate's
Social Platform"), using an affiliate tracking link (the "Link" defined below) in
exchange for receiving a commission from SAKARE for sales directly
resulting from such display.
"Commission Fees" shall mean the amount Affiliate will be paid for each
Qualified Purchase by a Referred Customer that Affiliate refers to sakare,
pursuant to the terms of this Agreement.
"Link" shall mean a unique tracking link provided by SAKARE to Affiliate
for Affiliate's use and posting on Affiliate's Social Platform in connection
with a Post.
"Post" shall mean a post, story, tweet, video or blog, as applicable, made
by Affiliate on Affiliate's Social Platform, showcasing the Product and
subject to the terms of this Agreement.
"Product" shall mean product available for purchase from the SAKARE
Site. Affiliate is solely responsible for acquiring (by purchase, borrow or
otherwise) any such Product; however, from time to time, SAKARE may gift
Product to Affiliate as determined in its sole discretion.
"Qualified Purchase" shall mean a sale of SAKARE 's Product(s) to a
Referred Customer. For sake of clarity, a Qualified Purchase shall only
include a sale of Product to a Referred Customer at its full retail price or
subject to a discount code or price reduction that is applicable to all or a
general category of items on the SAKARE Site.
"Referred Customer" shall mean each new customer referred to the
SAKARE Site from Affiliate through a Link, that provides valid account and
billing information and completes a Qualified Purchase.
3. ENROLLMENT IN THE PROGRAM
(a) To begin the enrollment process, Affiliate must submit a completed
Program application through the SAKARE Site.
(b) We will evaluate your application and notify you in a timely manner if the
application is accepted or rejected. We may reject Affiliate's application for
any reason, in our sole discretion, including if we determine that Affiliate's
Social Platform is unsuitable for the Program. Unsuitability includes, without
limitation, illegal, offensive, infringing content or content that we otherwise
deem offensive. If Affiliate is accepted into the Program, Affiliate shall notify
SAKARE in writing of any significant changes to the content or structure of
Affiliate's Social Platform within five (5) days of such change(s).
(c) For sake of clarity, submitting an application does not guarantee your
acceptance into the Program. Applicants accepted into the Program will be
determined by SAKARE solely in its discretion. If you are accepted into the
Program, SAKARE expressly reserves the right to suspend or terminate
your participation as an Affiliate and/or deactivate your Link, for any or no
reason, with or without cause, at any time in its discretion. In the event of
any such suspension, termination or deactivation, you will be notified by us
in writing. SAKARE further expressly reserves the right to modify, suspend
or terminate the Program, and/or modify its Terms and Conditions, in whole
or in part, at any time in its discretion, for any or no reason, and without
notice to Affiliate.
4. LINKS
Affiliate shall not modify the Link in any way. We will not be responsible for
errors that occur in the tracking of transactions if Affiliate has made or
caused any such modification.
5. POSTS
(a) The Post: (i) must depict only Affiliate and no other person, unless such
other person is at least eighteen (18) years of age or older (or the age of
majority, whichever is greater) and a legal resident of the fifty (50) United
States and Affiliate has obtained the consent of such person to be depicted
in the Post (the "Permitted Third Party"); (ii) must depict Affiliate and/or the
Permitted Third Party wearing Product(s); (iii) must tag and mention in
captions @sakarecosmetics and must include the required hashtag
#sakarecosmetics Partner in a clear and conspicuous manner (for
example, in an Instagram Post, it must appear "above the fold" within the
first three (3) lines of the post or superimposed in a story); (iv) may not
mention, reference or show any brand that is competitive to SAKARE ; (v)
must not defame, misrepresent or disparage SAKARE , its business,
products or brands, or any third party brands, products or services
competitive to SAKARE and/or its business, products or brands; (vi) must
reflect Affiliate's actual, honest opinions, findings, beliefs, or experiences
with SAKARE and its business and products and will not contain any
statements or representations about Company or its business and products
which are not true or that is misleading or deceptive; (vii) shall be Affiliate's
own original work, created solely by Affiliate, and will not infringe the
copyright, trademark, privacy, publicity, or other personal or proprietary
rights of any person or entity; and (viii) shall not contain or reference
content which is lewd, obscene, sexually explicit, pornographic,
disparaging, defamatory, libelous, or otherwise illegal, offensive or
inappropriate in any way.
(b) Affiliate represents, warrants and agrees that it shall abide by all of the
foregoing, as well as all applicable laws, rules and regulations, including
the Federal Trade Commission's Endorsement Guides ("FTC Guides"),
which require that material connections between advertisers and endorsers
be disclosed, as well as the Community Guidelines, Terms of Use and
other applicable policies of the social media platform used by Affiliate for its
Post(s). We reserve the right to withhold Commission Fees and/or
deactivate your Link and/or terminate your affiliate relationship with us if we
determine, in our sole discretion, that you are not in compliance with any of
the foregoing, including but not limited to, your noncompliance with the FTC
Guides and failure to clearly and conspicuously include the required
hashtag #sakarecosmetics Partner as set forth above. Affiliate further
represents and warrants that he/she has obtained any and all necessary
consents of any Permitted Third Party.
6. ORDER PROCESSING
SAKARE will process orders placed by Referred Customers who follow the
Link from Affiliate's Social Platform to the SAKARE Site. We reserve the
right, in our discretion, to reject orders that do not comply with certain
requirements that we may establish from time to time. All aspects of order
processing and fulfilment, including SAKARE 's cancellation, processing,
refunds, customer service and payment processing, will be our
responsibility. We will track the Qualified Purchases generated by your
Affiliate Link, at our discretion either directly or via a third party vendor, and
we will make this information available to you through the SAKARE Site. To
permit accurate tracking, reporting and commission accrual, you must
ensure that the Link between Affiliate's Social Platform accounts and the
SAKARE Site are properly formatted. We shall not be responsible for
improperly formatted Links.
7. COMMISSION FEE DETERMINATION; QUALIFIED PURCHASES
(a) We will pay Affiliate a Commission Fee based on the number of
Qualified Purchases generated by the Link on Affiliate's Social Platform.
(b) The Commission Fee amount and structure shall be determined by the
method of payment selected by Affiliate in its Program application. If
Affiliate selected payment through PayPal, the Commission Fee shall be in
an amount equal to five percent (15%) for each Qualified Purchase, unless
otherwise agreed between the parties in writing. If Affiliate selected
payment by discount code, for each Qualified Purchase, Affiliate will
receive a discount code in an amount equal to ten percent (20%) of the
Qualified Purchase, unless otherwise agreed between the parties in writing,
which discount code is valid towards a purchase made by Affiliate on the
SAKARE Site. The discount code is not valid towards prior purchases.
(c) A "Qualified Purchase" will not include: (i) a purchase that was
completed prior to the Affiliate joining the Program or was not tracked
properly through an Affiliate Link; (ii) a purchase that SAKARE suspects, in
its sole discretion, is the result of fraud, which shall include but is not limited
to, the use of software that generates real and fictitious information,
multiple accounts from the same customer, or the referral of accounts that
do not comply with this Agreement; or (iii) a purchase made by Affiliate
through its own Affiliate Link.
(d) We reserve the right to withhold payment of Commission Fees to an
Affiliate who has commissions that are potentially fraudulent as determined
by us in our sole discretion, to determine the legitimacy of the Referred
Customers.
(e) We reserve the right to suspend the payment of Commission Fees at
any time and indefinitely, if we suspect fraud or other improper activity or a
potential breach of any of the terms of this Agreement by the Affiliate or a
Referred Customer. We reserve the right to deduct from Affiliate's current
and future Commission Fees any and all Commission Fees corresponding
to any fraudulent, questionable or cancelled purchases.
(f) We reserve the right to immediately cancel or withhold for later review
any Commission Fee that fails to meet the criteria of a "Qualified
Purchase".
(g) Any attempt by Affiliate to manipulate, falsify or inflate Referred
Customers, Qualified Purchases or Commission Fees to intentionally
defraud SAKARE or any violation of the terms of this Agreement
constitutes immediate grounds for us to terminate your participation in the
Program and will result in the forfeiture of any Commission Fees due to the
Affiliate.
8. ACCRUAL AND PAYMENT OF COMMISSION FEES
(a) Commission Fees will be paid sixty (60) days from the order date of the
Qualified Purchase associated therewith.
(b) Payment of Commission Fees will be made through PayPal or by
discount code to the SAKARE Site, depending upon the method of
payment you selected in your Program application. We are not responsible
for paying any third party fees charged by PayPal in order for you to
receive your Commission Fees.
(c) We reserve the right, in our discretion, to change or modify the available
commission payment methods or payment schedule at any time. You will
be notified by us of any such changes, which shall take effect when posted
on the SAKARE Site.
(d) Affiliate acknowledges and agrees that we may fulfill our payment
obligations under this Agreement through a third party service or vendor.
(e) We do not make any guarantee of a minimum amount of Qualified
Purchases or that Affiliate will earn any amount of Commission Fee under
this Agreement.
9. REPORTS OF QUALIFIED PURCHASES
You may log into your affiliate console to review your click through and
potential Qualified Purchases statistics on a daily basis. The potential
Qualified Purchases shown in this report have not been reviewed to
confirm they meet all criteria for Qualified Purchases and, as such,
Commission Fees may not be issued for all Referred Customers that
appear in the affiliate console. In the event that Affiliate disputes a Qualified
Purchase and/or Commission Fee, Affiliate must file a written report of such
dispute with SAKARE by email within ten (10) days after the subject
Commission Fee is made and/or would otherwise have been due. Affiliate's
failure to file a timely dispute shall result in forfeiture of Affiliate's right to
dispute the subject Commission Fee.
10. POLICIES AND PRICING
Referred Customers who buy products through the Program will be
deemed to be customers of SAKARE . Accordingly, all SAKARE Site
terms, policies, and procedures concerning customer orders, customer
service, and product sales will apply to such customers with respect to their
transactions at the SAKARE Site. We may change our terms, policies and
procedures at any time consistent with applicable laws. Since prices and
availability may vary from time to time, Affiliate may not display SAKARE
price information on Affiliate's Post. We will use commercially reasonable
efforts to present current and accurate information, but we cannot
guarantee the availability or price of any particular product.
11. LIMITED LICENSE FOR USE OF SAKARE LOGOS/TRADEMARKS
We grant to Affiliate a limited, non-exclusive, non-transferable, revocable
license to use and display the Links, to access the SAKARE Site through
the Links and to use our trademark and logos solely in accordance with the
terms of this Agreement, and only during the Term of this Agreement.
12. OWNERSHIP
As between Affiliate and SAKARE , SAKARE shall own all right, title and
interest, including all Intellectual Property Rights, in and to the SAKARE
Site, the Program and the Links. For the purposes of this Agreement,
"Intellectual Property Rights" means copyright rights, trademark rights,
patent rights, trade secrets, moral rights, right of publicity, authors' rights,
contract and licensing rights, goodwill and all other intellectual property
rights as may exist now and/or hereafter come into existence and all
renewals and extensions thereof, regardless of whether such rights arise
under the laws of the United States or any other state, country or
jurisdiction.
13. LICENSE TO USE OF POSTS AND AFFILIATE'S IMAGE
We agree that you shall retain ownership rights to your Posts and you
hereby grant us the perpetual, worldwide, royalty-free right and license to
publish, copy, re-post, link to or otherwise use your Posts, your Social
Platform handle, your name, and your image and likeness as depicted in a
Post, in whole or in part, for any purposes in our discretion, in any and all
mediums, without limitation, additional compensation, notice, review or
approval.
14. RESPONSIBILITY FOR AFFILIATE'S SOCIAL PLATFORM
Affiliate will be solely responsible for all content that appears on Affiliate's
Social Platform. Such responsibility includes, without limitation: (i) the
accuracy, timeliness and appropriateness of content posted on or to
Affiliate's Social Platform; (ii) ensuring that posted materials do not violate
or infringe upon the rights of any third party; and (iii) ensuring that posted
content is not libelous or otherwise illegal.
15. INDEMNITY
Affiliate shall defend, indemnify and hold SAKARE and its officers, directors
and employees harmless from all claims, damages, and expenses
(including, without limitation, reasonable attorneys' fees) relating to
Affiliate's breach of this Agreement or gross negligence.
16. TERM AND TERMINATION
(a) The term of this Agreement will begin upon our acceptance of Affiliate's
application into the Program and will end when terminated by either party
(the "Term"). Either party may terminate this Agreement at any time, with or
without cause, by giving the other party prior written notice by email.
(b) SAKARE expressly reserves all rights to terminate the Program, in
whole or in part, at any time for any or no reason, as determined in its sole
discretion, by giving Affiliate written notice by email.
(c) Upon termination of this Agreement, Affiliate shall promptly remove all
Links and Programrelated content from Affiliate's Social Platform. Affiliate is
only eligible to earn Commission Fees on Qualified Purchases occurring
during the Term (including all steps required for a transaction to be a
Qualified Purchase under this Agreement. In the event that an
overpayment is made by SAKARE , Affiliate agrees to promptly remit such
excess payment upon notification by SAKARE . SAKARE may withhold
Affiliate's final payment for a reasonable time to ensure that the correct
amount is paid. The definitions contained in this Agreement and Sections
12, 13, 15 and 18 through 22, shall survive the termination of this
Agreement, along with any other provisions that by their express terms do,
or by their nature should, survive.
17. MODIFICATION
We may modify this Agreement at any time in our sole discretion; provided
that the change shall solely apply to events occurring after the date on
which you accept and agree to such modifications unless you otherwise
agree herein. Such modifications shall take effect when posted on the
SAKARE Site. Modifications may include, but are not limited to, changes in
the scope of available Commission Fees, commission amounts or
percentages, payment procedures, Commission Fee payment schedules,
and Program rules. If any modification is unacceptable to you, your only
recourse is to terminate this agreement, in which event you shall be entitled
to your rights under the unmodified Agreement prior to the date of the
applicable modification. Your continued participation in the Program
following our posting of any modification on our website will constitute
binding acceptance of the change.
18. INDEPENDENT CONTRACTOR RELATIONSHIP
For purposes of this Agreement, Affiliate will not be considered an agent,
employee or representative of SAKARE and shall remain in all respects an
independent contractor. You will have no authority to make or accept any
offers or representations on our behalf. Affiliate has no authority to act for
or on behalf of SAKARE or to bind SAKARE in any legal contracts.
19. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU
UNDERSTAND AND AGREE THAT SAKARE SHALL NOT BE LIABLE TO
YOU FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL,
PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
YOUR PARTICIPATION IN OR INABILTIY TO PARTICIPATE IN THE
PROGRAM (HOWEVER ARISING, AND REGARDLESS OF THE
THEORY OF RECOVERY), EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR TOTAL LIABILITY
TO AFFILIATE ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL
COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS
AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
20. DISCLAIMER OF WARRANTY
THE PROGRAM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE"
BASIS, WITHOUT REPRESENTATIONS, WARRANTIES OR
GUARANTEES OF ANY KIND. SAKARE EXPRESSLY DISCLAIMS ANY
REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR
IMPLIED, WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS
SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED
WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE,
DEALING, OR TRADE USAGE). IN ADDITION, SAKARE MAKES AND
GIVES NO WARRANTY (i) THAT THE PROGRAM WILL MEET YOUR
REQUIREMENTS, (ii) THAT THE PROGRAM WILL BE
UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, AND (iii) THAT
THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR
OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM
WILL MEET YOUR EXPECTATIONS. ANY MATERIAL DOWNLOADED
OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM
IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL
BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER
SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS
FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. SAKARE
FURTHER MAKES NO REPRESENTATION THAT THE OPERATION OF
THE SAKARE SITE WILL BE UNINTERRUPTED OR ERROR-FREE,
AND WE WILL NOT BE LIABLE FOR ANY SUCH INTERRUPTIONS OR
ERRORS.
21. GOVERNING LAW; ARBITRATION; NO CLASS ACTION
This Agreement shall be governed by and construed under the laws of the
State of England.
22. CONFIDENTIALITY
Each of the parties hereto agrees that all information including, without
limitation, the terms of this Agreement, business and financial information,
SAKARE pricing and sales information, shall remain strictly confidential and
shall not be utilized for any purpose outside the terms of this Agreement
except and solely to the extent that any such information is (a) already
lawfully known to or independently developed by the receiving party, (b)
disclosed in published materials, (c) generally known to the public, or (d)
lawfully obtained from any third party any obligation of confidentiality to the
discloser hereunder. Notwithstanding the foregoing, each party is hereby
authorized to deliver a copy of any such information (a) to any person
pursuant to a valid subpoena or order issued by any court or administrative
agency of competent jurisdiction, (b) to its accountants, attorneys, or other
agents on a confidential basis, and (c) otherwise as required by applicable
law, rule, regulation, or legal process.
24. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
relating to this subject matter and supersedes all prior or simultaneous
representations, discussions, negotiations and agreement, whether written
or oral.
