(updated January 5, 2023)
1 – INTRODUCTION
Welcome to Tailors Gone Wild (“Company”, “we”, “our”, “us”)!
As you have just clicked our Affiliate Terms and Conditions, please grab a Raktajino and carefully read the following.
These Affiliate Terms and Conditions (“Terms”, “Terms and Conditions”) as well as our standard Terms of Use govern your use of our web pages located at http://www.tailorsgonewild.com/ (“Service”) operated by Tailors Gone Wild.
Our Privacy Policy also governs your use of our Service and explains how we collect, safeguard and disclose information that results from your use of our web pages. Please read it here: http://www.tailorsgonewild.com/privacy.
Your agreement with us includes these Terms and our Privacy Policy (“Agreements”). You acknowledge that you have read and understood Agreements, and agree to be bound of them.
If you do not agree with (or cannot comply with) Agreements, then you may not use the Service, but please let us know by e-mailing at [email protected] so we can try to find a solution.
These Terms apply to all visitors, users and others who wish to access or use Service.
Thank you for being responsible.
2 – DEFINITIONS
This affiliate agreement is between TAILORS GONE WILD (“owner”) and AFFILIATE (the “Affiliate”).
The Owner is engaged in the business of offering sewing products, training, and resources.
In this arrangement, the Owner engages the Affiliate for the purpose of promoting its web site, www.tailorsgonewild.com (the “Owner Web Site”) and specific products available for purchase on the Owner Web Site (the “Owner Products”).
The Affiliate directs relevant traffic to the Owner Web Site using a unique URL (an “Affiliate Link”), in exchange for compensation for purchases of applicable Owner products (the “Affiliate Program”) made by customers who used the Affiliate Link (the “Affiliate Customers”).
The parties therefore agree as follows:
3 – AFFILIATE RESPONSIBILITIES
The Affiliate shall:
(a)
Display the Affiliate Link in a manner that is honest, ethical, and legal
(b)
Display the Affiliate Link in a manner that positively represents Owner and Owner Products
(c)
Use reasonable efforts to ensure the Affiliate Link functions properly
(d)
Refer new, unique, and legitimate customers (i.e. customers not previously existing to the owner) to the Owner Website via Affiliate Link
(e)
Adhere to the following “Keyword Buys & Commissions Policy”
(i)
“Keyword Buy” means any advertisement that appears when certain words are purchased and that matches a given keyword search query, and “Search Engine” means software that acts as a service by searching an index or database and that returns relevant matches based on information typed into a query.
(ii)
The Owner owns the rights to certain trademarks, including those that are listed below. THE AFFILIATE IS PROHIBITED FROM BIDDONG ON OWNER TRADEMARK TERMS ON ALL SEARCH ENGINES, as this constitutes a trademark infringement of the Owner’s trademarks.
This includes any variations, combinations, and lowercase variants of these terms with or without the “www” prefix or “.com” suffix.
The owner will not pay any commissions on any transactions derived from bidding on any of the following protected trademarked/brand-related keywords, and the Owner may change these terms without notice to the Affiliate.
(iii)
The Affiliate may not make Keyword Buys that are confusingly similar to or a derivation of the Owner’s name or other trademarks, including any misspellings or “typo squatting” variants of the Owner’s terms.
(iv)
The Affiliate may not use links that automatically redirect the user to the Owner Website in the Affiliate’s search ads.
The Affiliate may not use the Owner Website (including all lower or uppercase variations) for any “display” or “destination URL” listings used in paid search campaigns, or “cloak” or “mask” the Owner Website URL in search engines.
(v)
The Affiliate may not use Tailors Gone Wild or any variation of Tailors Gone Wild in the Affiliate’s search ad creative.
It is possible that potential affiliate customers may click multiple affiliate links provided by multiple affiliates.
It is the SOLELY the Affiliate’s responsibility to ensure that their Affiliate Customers use the preferred link.
4 – OWNER RESPONSIBILITIES
The Owner shall:
(a)
Provide all assistance to the Affiliate to enable the Affiliate to post the Affiliate Link where relevant
(b)
Provide initial information and deliver the Affiliate Link within a reasonable amount of time after Affiliate approval
(c)
Maintain accurate records of data used to determine the commissions earned by the Affiliate.
5 – APPROVAL and TERM
(a)
Approval
Owner reserves the exclusive right to approve or decline requests to join the Affiliate Program, for any reason.
(b)
Term
This agreement will become effective immediately upon approval of Affiliate into the Affiliate Program and continue until Affiliate account is closed by either party.
6 – TERMINATION PROCEDURES
The Affiliate account (and this corresponding agreement) may be terminated:
(a)
By either party, with written notice
(b)
By either party for a material breach of any provision of this agreement by the other party, if the other party’s material breach is not cured in a timely manner from written notice
(c)
By the Owner at any time, for any reason, without prior notice, if the Affiliate:
(i)
violates the terms of this agreement
(ii)
improperly uses the Owner’s name, logo, or graphics (other than the proper use of the Owner Marks provided under this agreement)
(iii)
includes a link to the Owner Web Site in any form of unsolicited communication such as spam
(d)
After termination of this agreement, all licenses granted under this agreement will terminate unless they are expressly stated as surviving.
The parties shall promptly remove all marks of the other party from any web site that party controls.
The Owner shall promptly pay the Affiliate any outstanding commissions owed to the Affiliate for services rendered before the effective date of the termination.
7 – PAYMENT
(a)
Specific Affiliate Links
As mentioned above, it is possible that potential affiliate customers may click multiple affiliate links provided by multiple affiliates.
It is SOLELY the Affiliate’s responsibility to ensure that their Affiliate Customers use the preferred link.
In the event that multiple affiliate links are clicked, Paid Order commissions (see below) will ONLY be paid to a single affiliate.
(b)
Paid Order Fees
The Owner shall pay the Affiliate a commission on any Paid Order made by the Affiliate Customers that the Affiliate refers to the Owner through the Affiliate Link during the term of the agreement.
“Paid Order” means an order for which the Owner has received and processed payment, not including tax, shipping, transaction fees, discounts, cancellations, refunds, or other fees the Owner incurs on any of the Affiliate’s referred customer orders.
(c)
Calculation of Commissions
The Owner shall pay the Affiliate fixed commissions on net revenue generated by Paid Orders by Affiliate Customers using Affiliate Link, as follows:
(i)
20% for Owner’s sewing patterns
(ii)
50% for Owner’s sewing courses
(iii)
within 90 days of Affiliate Customer clicking the Affiliate Link
There is currently no limit to the monetary commissions an Affiliate can earn with the Affiliate Link.
(d)
Commission Changes
The Owner reserves the right to change Affiliate commissions and referral rates anytime, and for any reason.
The Owner shall make reasonable effort to promptly inform Affiliates of any changes to commissions and referral rates.
(e)
Timing of Commissions
Commissions will be computed monthly as the last day of each calendar month and shall be paid within 14 days following the end of the month.
Any refunds and fraudulent payments of Paid Orders will be deducted or withheld from the commission payment.
(f)
Statements
The Owner shall deliver a statement detailing its computations of a commission.
The Owner shall permit the Affiliate reasonable access to the records and data used to determine the commission for purposes of inspection.
Any discrepancies between the Owner’s records and a commission paid to the Affiliate shall be corrected by the Owner within 30 days of receiving written notification of that discrepancy from the Affiliate.
(g)
Payment Responsibility
It is solely the Affiliate’s responsibility to provide accurate contact and payment information to the Owner.
The Owner is NOT responsible for missing, misdelivered, or otherwise “lost” commissions and referral fees due to inaccurate information.
8 – LICENSE
(a)
License
The Owner grants the Affiliate a limited, nonexclusive, nontransferable, non-sub-licensable right to maintain the Affiliate Link on an independent web site to the Owner Web Site, in accordance with the terms of this agreement, from which the Affiliate’s web site visitors can order Owner Products.
The Owner also grants Affiliate a nonexclusive, nontransferable license to use certain Owner trade names, trademarks, service marks, trade dress, logos, and other intellectual property used by the Owner in identifying its business (collectively, the “Owner Marks”) for the sole purpose of selling Owner Products on the Affiliate web site.
The Owner shall provide the Owner Marks to the Affiliate directly.
The Affiliate may not use any other Owner intellectual property without the Owner’s prior written consent.
The Owner reserves all proprietary rights to the Owner Marks and may immediately revoke or adjust the Affiliate’s license at any time on written notice.
(b)
No Other Use
The Affiliate may not use the Owner Marks for any purpose or on any other media except as stated in this agreement or as the Owner expressly approves, or has approved, in writing.
(c)
Modification
The Owner may submit written requests to modify or exclude any Owner Mark from the Affiliate web site and the Affiliate shall accommodate the request in a timely manner.
(d)
Owner Intellectual Property
Owner Web Site, Owner Products, and all corresponding Owner marks, media, content, features, and functionality are and will remain the exclusive property of the Owner and its licensors.
The aforementioned are all protected by copyright, trademark, and other laws of the United States.
Affiliates and members of the Affiliate Program have NO legal rights, ownership, or entitlement to the aforementioned Owner materials.
Affiliates may use certain Owner materials for purposes of promotion in correspondence with the Affiliate Link, subject to section 9 below.
(e)
Affiliate Intellectual Property
The Affiliate grants the Owner a nonexclusive license to utilize the Affiliate’s trade names, trademarks, service marks, trade dress, logos, and other intellectual property used by the Affiliate in identifying its business (collectively, the “Affiliate IP”) and website, including design, computer software, and other components, authorized by the Affiliate in writing (including by e-mail), for the sole purpose of advertising, marketing, and promoting the Affiliate Program.
At any time, the Affiliate may revoke or modify the licenses it has granted to the Owner and the Owner will use reasonable efforts to comply immediately with that revocation or modification.
(f)
Representations About Affiliate IP
The Affiliate represents that:
(i)
it has all necessary rights, licenses, permits, and clearances to use the Affiliate IP and to offer, sell, or license the goods and services offered through the Affiliate IP and this will not violate any applicable laws or regulations or any third-party rights;
(ii)
the Affiliate IP does not violate or infringe any right of privacy, personality, or publicity, trade secrets, patents, copyrights, or trademarks under the laws of any governmental authority, domestic or foreign, or any other right of third party;
(iii)
the Affiliate IP will not misdirect or mislead Internet users
9 – RESTRICTIONS ON AFFILIATE
The Affiliate shall NOT:
(a)
use the trademarks, trade names, service marks, or logos of the Owner except the Owner Marks as expressly authorized by the Owner;
(b)
create, publish, distribute, or permit any written material that makes reference to the Owner without first obtaining its written consent except as may have been previously agreed between the parties.
If the Affiliate users any Owner content without permission, the Owner may, without limiting other forms of recourse, terminate the Affiliate’s status in the Affiliate’s program.
(c)
create, publish, distribute, or permit any advertising referencing the Owner, except as has been agreed in writing between the parties;
(d)
not use the Owner’s name, logo, graphics, or include a link to the Owner Website in any form of unsolicited communication, including unsolicited e-mail (spam).
The Affiliate must maintain strict compliance with the CAN-SPAM Act of 2003 and all amendments and modifications to that law.
(e)
use the words “official site” in the Affiliate’s ad creative or display URL.
Affiliate may use the words “Tailors Gone Wild” in certain preapproved ad copy, if that ad copy is not associated with the following words or phrases: “best prices,” “lowest rates,” “discount,” “discounted rates,” “cheap,” or a certain percentage off the Owner’s prices.
(f)
impersonate, or attempt to impersonate Owner, Owner web site, or Owner Products in any way
(g)
impersonate, or attempt to impersonate any other entity in context of posting Affiliate Link, engaging Affiliate Customers, or Owner’s customers
(h)
reproduce, in whole or in part, any of the Owner Products, in public or in private, except those Owner has already made publicly available for purposes of promoting Owner Products
(i)
frame, minimize, remove, cause to create a new window, or otherwise inhibit the full and complete display of each web site, mirror, cobranded, or derivative web site belonging to the Owner and its Affiliates
(j)
alter the Affiliate Link in any manner including modification of the design, color, format, specification, or content of the Link
(k)
provide incentivized traffic, where offers with incentives or the appearance of incentives include points, lottery, coupon, contest entries or rewards, are used to generate revenue for Affiliate Customers.
This includes placing misleading statements near the ad creative (e.g. “you will win $100”) unless such discount or incentive receives prior written approval by the Owner.
(l)
serve ad creative, or drive Affiliate Customers to this ad creative, using any downloadable applications or software (also called adware, pop-up/pop-under technologies, plug-ins, and other names as applicable), and serving ad creative that are not initiated by the affirmative action of the Affiliate Customer without the prior written approval of the Owner;
(m)
promote Owner Products, or engage in any conduct while promoting Owner Products, that restricts or inhibits anyone’s use or enjoyment of Owner web site or Owner Products, as determined by Owner
(n)
introduce any viruses, trojan horses, worms, logic bombs, or other material through Affiliate web site or Affiliate Link
The Affiliate SHALL warrant that the Affiliate web site:
(a)
is written in English (unless otherwise specified or approved by Owner)
(b)
is content-based and not simply a list of links or advertisements
(c)
has a top-level domain name
(d)
does not promote or contain sexually explicit materials
(e)
does not promote violence or contain violent material
(f)
does not promote or contain libelous or defamatory materials
(g)
does not promote discrimination or employ discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation, or age
If the Affiliate violates any of these restrictions, the Owner may withhold commissions earned under this agreement, or immediately suspend or terminate the Affiliate’s status as an affiliate.
10 – OWNER RIGHTS
(a)
Right to monitor Affiliate web site
The Owner has the right, but not the duty, to monitor the Affiliate web site.
The Owner shall notify the Affiliate of any modification that the Owner reasonably requests be made to the Affiliate web site in connection with posting the Affiliate Link.
If the Affiliate fails to make that change, the Owner may terminate the agreement immediately on written notice.
(b)
Right to remove link
The Owner may direct the Affiliate to remove, and the Affiliate shall remove, the Affiliate Link from the Affiliate web site at any time and for any reason.
11 – CONFIDENTIAL INFORMATION
(a)
Definition – “Confidential Information” means this agreement and all nonpublic information of a party, in whatever form, pertaining to the business of that party, including information relating to that party’s finances, customer records, and information, and all associated documentation and materials that the party disclosing the information (in that capacity, a “Disclosing Party”) designates as being confidential when disclosing it to the other party (in that capacity, a “Receiving Party”), or that, under the circumstances of disclosure, ought to be treated as confidential by the Receiving Party.
Confidential Information also includes any information relating to the Disclosing Party’s parent, subsidiaries, and affiliates.
Confidential Information does not include information or data that is:
(i)
known to the Receiving Party before its disclosure by the Disclosing Party without an obligation of confidentiality under another agreement
(ii)
independently developed by the Receiving Party without use of any Confidential Information
(iii)
in the public domain when the Receiving Party seeks to disclose or make use of it, other than as a result of disclosure by the Receiving Party
(iv)
received by the Receiving Party from a third party with a legal or contractual right to disclose that information or data
(b)
Disclosure
The Receiving Party shall not use or disclose the Confidential Information of the Disclosing Party except in connection with the exercise of its rights or the performance of its obligations under this agreement.
The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person other than its employees, agents, or independent contractors who have a need to know it in connection with this agreement, and who are under obligations of confidentiality substantially similar to this section.
The Receiving Party shall protect the confidentiality of the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in any case with reasonable care.
All Confidential Information made available under this agreement, including copies, shall be returned or destroyed by the Receiving Party, and certified as having been returned or destroyed, promptly after the termination of this agreement.
(c)
Exceptions
A Receiving Party will not be in violation of this section if it discloses Confidential Information that is required to be disclosed because of a valid order by a court or other governmental body, or by applicable law, or by rules of any nationally recognized stock exchange.
However, under these circumstances, the Receiving Party shall notify the Disclosing Party in writing of that disclosure to permit the Disclosing Party to seek confidential treatment of that information.
12 – INDEMNIFICATION
(a)
Of Owner by Affiliate
At all times after the effective date of this agreement, the Affiliate shall indemnify the Owner against any award, claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss (a “Loss”) or any attorney’s or other professional’s fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification (a “Litigation Expense”) arising out of:
(i)
the Affiliate’s gross negligence or willful misconduct arising from the Affiliate’s carrying out of its obligations under this agreement, or
(ii)
the Affiliate’s breach of any of its obligations or representations under this agreement.
(b)
Of Affiliate by Owner
The Owner shall at all times indemnify the Affiliate against a Loss or Litigation Expense caused by any breach of any of the representations or agreements made by the Owner under this agreement.
13 – DISCLAIMER OF WARRANTIES; LIMITATION OF DAMAGES AND LIABILITY
The Owner shall abide by all warranties as they exist on the Owner’s web site.
EXCEPT AS SET FORTH IN THIS AGREEMENT, THE OWNER MAKES NO, AND EXPRESSLY DISCLAIMS ALL, WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE OWNER’S PRODUCTS AND SERVICES PROVIDED TO AFFILIATE CUSTOMERS THROUGH THE AFFILIATE PROGRAM AND ANY SERVICES PROVIDED BY THE OWNER UNDER THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Additionally, the Owner makes no representations that the operation of the Owner Web Site or services will be uninterrupted or error-free, and it will not be liable for the consequences of any interruptions or errors.
Neither the Owner nor any of its agents, employees, officers, or directors will be liable for consequential, incidental, or special damages, including lost profits, even if it has knowledge of the potential loss or damage.
THE OWNER’S LIABILITY SHALL NOT EXCEED THE TOTAL COMMISSION PAID OR PAYABLE UNDER THIS AGREEMENT.
NATURE OF RELATIONSHIP
(a)
Nothing in this agreement creates any employment, independent contractor, or agency relationship between the Affiliate and the Owner. Neither party may enter into contracts, assume or create any liability to make agreements of any kind for, in the name of, or on behalf of, the other party.
(b)
Any affiliate Customer that follows the Affiliate Link to the Owner Web Site, upon arrival and use of the Owner Web Site, will be deemed a customer to the Owner.
Accordingly, the Owner will be responsible for all aspects of order processing and fulfillment of the Owner Products.
All Owner rules, prices, policies, and operating procedures will apply to sales of Owner Products made under this agreement.
(c)
The Owner expressly reserves the right to add, delete, or modify its products and services and prices at any time.
The Owner also reserves the right to reject any order.
(d)
The Owner is NOT responsible for the operation or contents of the Affiliate web site, or any third party web site not controlled by the Owner.
The Affiliate is responsible for and must pay all expenses that are incidental to its activities and responsibilities under this agreement, including employees’ and subcontractors’ compensation; costs of developing, maintaining, and operating the Affiliate web site; programming costs; and creating, producing, or revising any marketing materials.
The Affiliate shall assume sole responsibility for any liabilities that may be incurred by the Affiliate in operating its business and fulfilling the terms of this agreement and is solely responsible for the payment of all foreign, federal, state, and local taxes that may accrue because of this agreement.
GOVERNING LAW
(a)
Choice of Law
The laws of the state of North Carolina govern this agreement (without giving effect to its conflicts of law principles).
(b)
Choice of Forum
Both parties consent to the personal jurisdiction of the state of North Carolina, and the federal court of the United States of America.
(c)
Failure to Enforce
Owner failure to enforce any right or provision of this agreement will not be considered a waiver of those rights.
If any provision of this agreement is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.
AMENDMENTS
Owner reserves the exclusive right to revise, update, and amend this agreement.
Owner may revise, update, and amend his agreement at any time and for any reason.
Revisions, updates, and amendments will be effective immediately upon posting them on the Owner web site.
Owner will make reasonable effort to notify Affiliates of revisions, updates, and amendments to this agreement, but it is the Affiliate’s responsibility to review this agreement periodically.
ASSIGNMENT AND DELEGATION
(a)
No Assignment
Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
(b)
No Delegation
Neither party may delegate any performance under this agreement, except with the prior written consent of the other party.
(c)
Enforceability of an Assignment or Delegation
If a purported assignment or purported delegation is made in violation of this section, it is void.
COUNTERPARTS
The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
SEVERABILITY
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement.
This agreement will be construed as those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
NOTICES
(b)
Effectiveness
A notice is effective only if the party giving notice complies with subsection (a) and if the recipient receives the notice.
(a)
Writing; Permitted Delivery Methods
Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for the purpose of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally-recognized overnight courier (fees prepaid), facsimile, or e-mail.
WAIVER
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy.
No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiter will constitute a continuing waiver, unless the writing so specifies.
ENTIRE AGREEMENT
This agreement constitutes the final agreement of the parties.
It is the complete and exclusive expression of the parties’ agreement about the subject matter of this agreement.
All prior and contemporaneous communications, negotiations, and agreements between parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement.
The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings.
Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement.
Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness.
HEADINGS
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement’s construction or interpretation.
EFFECTIVENESS
This agreement will become effective immediately upon approval of Affiliate into the Affiliate Program.
14 – CONTACT US
Should you have any questions about this agreement, you can contact us directly at:
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