Affiliate Program Agreement

FOREWORD

Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our company’s good name. So please bear with us as we take you through this legal formality.

If you have any questions, please don’t hesitate to let us know. We are strong believers in straight-forward and honest communication. For quickest results please email us at affiliates@schoolofcolour.com.

Best regards,

Denver Wilcox
School of Colour (Europe) Affiliate Manager

 

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND THE MICHAEL WILCOX SCHOOL OF COLOUR.

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

 

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in the Michael Wilcox School of Colour Affiliate Program. The purpose of this Agreement is to allow HTML linking (through a text or image) between your web site/blog, and on Social Media posts and the Michael Wilcox School of Colour web site.

Please note that throughout this Agreement, “we,” “us,” and “our” refer to https://michaelwilcoxschoolofcolour.eu and “you,” “your,” and “yours” refer to the affiliate.

 

2. Affiliate Obligations

2.1. To begin the enrolment process, you will complete and submit the online application. You must be a human. Accounts registered by “bots” or other automated methods are not permitted. You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process. You are responsible for maintaining the security of your account and password. The Michael Wilcox School of Colour cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

We personally evaluate all applications, we may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes “Merchant” or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are https://michaelwilcoxschoolofcolour.eu or any other affiliated business.

2.2. As a member of the Michael Wilcox School of Colour Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review your Program’s details, banner creatives and your tracking codes for your coupons.

2.3. In order for us to accurately keep track of all guest visits from your site to ours, you will be assigned unique Affiliate HTML Code for each banner, text link, or other affiliate link we provide you with. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special link formats to be used in all links between your site and the The Michael Wilcox School of Colour. You must ensure that each of the links between your site and the The Michael Wilcox School of Colour properly utilises such special link formats. Links to the The Michael Wilcox School of Colour website placed on your site pursuant to this Agreement and which properly utilise such special link formats are referred to as “Special Links.” You will earn referral fees only with respect to sales on a The Michael Wilcox School of Colour products occurring directly through Special Links; we will not be liable to you with respect to any failure by you or someone you refer to use Special Links or incorrectly type your Affiliate Code, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. Affiliate links should point to the page of the product being promoted. You are permitted to place links, banners, or other graphics we provide with your Affiliate Code on your site, in your emails, or in other communications.

2.4. For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site, email, or other communications to https://michaelwilcoxschoolofcolour.eu and complete an order for a product during that session. We will only pay commissions on links that are automatically tracked and reported by our systems. We will not pay commissions if someone says they purchased or someone says they entered a referral code if it was not tracked by our system. We can only pay commissions on business generated through properly formatted special links that were automatically tracked by our systems. We reserve the right to disqualify commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.

2.5. The Michael Wilcox School of Colour reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

2.6. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.7. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.

2.8. Customers who buy products through this Affiliate Program will be deemed to be the customers of The Michael Wilcox School of Colour. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, you should not display product prices on your site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

2.9. You and the Michael Wilcox School of Colour are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

 

3. The Michael Wilcox School of Colour Rights and Obligations

3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Michael Wilcox School of Colour Affiliate Program.

3.2. The Michael Wilcox School of Colour reserves the right to terminate this Agreement and your participation in the Affiliate Program immediately and without notice to you should you commit fraud in your use of the Program or should you abuse this program in any way. If such fraud or abuse is detected, The Michael Wilcox School of Colour shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated here under.

3.4. We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

3.5. We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchant-ability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the The Michael Wilcox School of Colour will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

 

4. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

 

5. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and The Michael Wilcox School of Colour Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

 

6. Payment

6.1. The Michael Wilcox School of Colour handles all of the tracking and payment. Affiliates receive a commission of 10% of the order which was placed by the customer through the affiliates unique tracking code. The affiliate’s commission is automatically paid as store credit (rewards points) and is accessible as a discount off the next purchase made on the https://michaelwilcoxschoolofcolour.eu website by the affiliate.

6.2. Affiliates will have access to coupons which reward customers with a discount off their order on the https://michaelwilcoxschoolofcolour.eu website. Coupons are assigned to affiliates and when a discount coupon is used the affiliate automatically receives their affiliate commission.

 

7. Promotion Restrictions

7.1. You are free to promote your own web sites, but naturally any promotion that mentions the Michael Wilcox School of Colour could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by the Michael Wilcox School of Colour. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote the Michael Wilcox School of Colour so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote the Michael Wilcox School of Colour so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from the Michael Wilcox School of Colour. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Michael Wilcox School of Colour Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

 

8. Grant of Licenses

8.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorise for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Michael Wilcox School of Colour Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of the Michael Wilcox School of Colour and the good will associated therewith will inure to the sole benefit of the Michael Wilcox School of Colour.

8.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

 

9. Disclaimer

THE MICHAEL WILCOX SCHOOL OF COLOUR MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE MICHAEL WILCOX SCHOOL OF COLOUR SERVICE AND WEB SITE(S) OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF THE MICHAEL WILCOX SCHOOL OF COLOUR ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

 

10. Representations and Warranties

You represent and warrant that:

10.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

10.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

10.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

 

11. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL THE MICHAEL WILCOX SCHOOL OF COLOUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO 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.

 

12. Indemnification

You hereby agree to indemnify and hold harmless The Michael Wilcox School of Colour, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

 

13. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

 

14. Miscellaneous

14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and The Michael Wilcox School of Colour. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

14.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

14.3. This Agreement shall be governed by and interpreted in accordance with the laws of Canada without regard to the conflicts of laws and principles thereof.

14.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

14.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

14.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

14.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

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