Terms and Conditions Affiliate Program
TERMS AND CONDITIONS
CLAUSE 1: CONTRACT FORMATION
An agreement between Valianne's Trends and the Affiliate in respect of the placement of Valianne's Trends advertising materials shall be formed exclusively via Valianne's Trends platform's application procedure, in the context of which the Affiliate shall submit an application to participate in the Affiliate Program, thereby accepting the terms and conditions of this Agreement.
The Sign-Up Form together with this Agreement and the acceptance into the program will together constitute a framework agreement between Valianne's Trends and the Affiliate. In the case of a conflict between the Sign-Up Form and this Agreement, this Agreement shall be the governing document.
CLAUSE 2. SCOPE OF WORK
- Scope of work shall be the participation in the Affiliate Program and promotion for Valianne's Trends by the Affiliate as an Affiliate in the context of Valianne's Trends’s Affiliate Platform. To this end, Valianne's Trends shall make a selection of Advertising Materials available to the Affiliate as an advertiser via the Valianne's Trends’s Affiliate Platform.
- The Affiliate shall be solely responsible for placing Advertising Materials on Affiliate’s Media registered in the Valianne's Trends Affiliate Program. Subject to Valianne's Trends’s rights under this Agreement or otherwise, the Affiliate shall be free to decide whether and how long to place the Valianne's Trends advertising materials on the Affiliate’s Media, unless otherwise required by Valianne's Trends. The Affiliate shall be entitled to remove the Advertising Materials at any time. The Affiliate is only allowed to place Valianne's Trends advertising materials on the Advertising Media provided that such Advertising Media has been registered with and approved by Valianne's Trends.
- In return for the successful brokerage, the Affiliate shall receive from Valianne's Trends the Commission, which shall depend on the extent and real net value of the service.
- The Affiliate Program shall not establish any other contractual relationship between the Parties that goes beyond this Agreement.
- The Affiliate's own terms and conditions shall require the express written consent of Valianne's Trends and shall therefore not be applicable even if Valianne's Trends does not object to their validity.
CLAUSE 3: OBLIGATIONS AND COVENANTS OF THE AFFILIATE
- The Affiliate shall be expressly prohibited from using and/or modifying the Advertising Materials and content accessed via the Valianne's Trends’s Affiliate Platform other than as expressly allowed under the terms of this Contract without Valianne's Trends’s prior written agreement.
The Affiliate shall not, without prior written consent by Valianne's Trends, be allowed to use advertising e-mails (the “EDM”) to promote Valianne's Trends.
The Affiliate has to make sure that all e-mail address were generated over a double opt-in e-mail, in consideration of all necessary restrictions.
Valianne's Trends will be free of all third-party requirements in case of issues because of the mailing Affiliate. The Affiliate guarantees that they take responsibility in case of complaints concerning the e-mail. The Affiliate is not allowed to use the brand “Valianne's Trends” within the e-mail address, within the URL, within the source code, and within the subject of the e-mail. The Affiliate has to make sure that it is clear that the e-mail comes from an Affiliate and not from Valianne's Trends directly. The e-mail has to be approved by Valianne's Trends before it is sent. The Affiliate has to compensate the costs in case of breach of third party requirements or breach of the above restrictions.
- The Affiliate shall be responsible for the content and routine operation of the Affiliate’s Media or other relevant Affiliate Media, and shall, for the term of this Agreement, place no content on said Affiliate Media that breaches applicable law, public morals or third-party rights (“Non-Permitted Traffic and Sources”). Prohibitions shall include, but not be limited to, representations that glorify or promote hate, violence, sexual and pornographic content and illustrations, misleading statements or discriminatory content (e.g. in respect of gender, race, politics, religion, nationality or disability). Such content may neither be mentioned on the Affiliate’s Media or other relevant advertising media, nor may links be created from the Affiliate’s Media or other relevant advertising media to corresponding content on other websites.
- The Affiliate’s Media or other relevant advertising media shall not conduct, undertake, use, perform or exercise deal, torrent or streaming activities without Valianne's Trends’s prior consent.
- The Affiliate shall be prohibited from creating and/or maintaining websites/apps that might lead to risk of confusion with the web/mobile presence of Valianne's Trends. The Affiliate shall neither be allowed to mirror said presence nor to copy graphics, texts or other content from Valianne's Trends website. It is strictly prohibited to crawl any of Valianne's Trends’s webpages. In particular, the Affiliate shall avoid creating the impression whether publicly or privately that the Affiliate’s Website is a project of Valianne's Trends or that its operator is economically linked to Valianne's Trends in any way or any other relationship or affiliation between the Affiliate and Valianne's Trends that goes beyond the Valianne's Trends Affiliate Program and this Agreement. Any use, by the Affiliate, of materials or content from Valianne's Trends web presence or its logos or brands shall require Valianne's Trends prior written approval.
- The Affiliate shall be liable, vis-à-vis Valianne's Trends, for ensuring that its advertising content are neither in direct nor in indirect breach of domestic or foreign third-party property rights or other rights that do not meet any special statutory protection.
- . It is strictly prohibited to drive SEM and other keyword-based advertising traffic using the Valianne's Trends brand or private labels, to Valianne's Trends’s Product. In other words, "Valianne's Trends" and other similar words which could be misleading as Valianne's Trends must be entered as a negative keyword.
- The Affiliate shall not set up campaigns on third party Affiliate Networks. The Affiliate is only allowed to direct its own traffic and/or its own Sub Affiliate traffic in case of networks, to the Valianne's Trends‘s Product.
- The Affiliate shall warrant that it will set cookies only if advertising material made available by the Valianne's Trends Affiliate Program is in visible use on the Affiliate’s Website and the user clicks voluntarily and consciously. The use of layers, add-ons, iFrames, pop-up, pop-under, site-under, Auto-redirect advertisements which automatically redirect the user to Advertiser websites without the user’s engagement or action (e.g. click, touch), cookie dropping, postview technology, misleading advertisements that result in misleading clicks that display expected content, shall not be permitted and are strictly prohibited. In particular for Apps campaigns, advertisements that result in forced installations of Advertiser applications. For clarification purposes, forced-installation also includes the act of not asking the Users for permission before initiating a download/ redirect.
- The use of offers, creative or brand names for any case of competition or lottery is strictly prohibited.
- The Affiliate may promote solely vouchers that Valianne's Trends has approved explicitly for affiliates or communicated by means of Affiliate newsletters. The promotion of other vouchers, including but not limited to end customer newsletters, print advertisements or customer service contacts, shall not be permitted and strictly prohibited.
- Any breach, by the Affiliate, of its obligations stipulated in this Agreement or any other industrial property rights or copyrights of Valianne's Trends shall entitle Valianne's Trends to terminate this Agreement for good cause in accordance with the statutory provisions. This shall not affect any additional claims against the Affiliate to which Valianne's Trends is entitled. In particular, Valianne's Trends shall be entitled, vis-à-vis the Affiliate, to withhold or cease all and any services related to said Affiliate.
- The Affiliate shall remove Valianne's Trends advertising material without delay from the Affiliate’s Website if Valianne's Trends requests it to do so.
- In addition, the Affiliate shall compensate Valianne's Trends for any costs resulting from a claim by third parties on account of the infringement of the aforementioned rights and/or obligations; such costs shall, for example, include lawyers' fees, court or other dispute resolution costs, particularly costs of independent proceedings for taking evidence, damages and other disadvantages that Valianne's Trends suffers thereby.
The Affiliate shall not purchase any Product(s) through his/her own Affiliate promotions. Also, the Affiliate shall not cause any third parties to use the Affiliate Program to purchase any Product(s) with the intention of reselling such product or for commercial use of any kind.
Transactions are not eligible for payouts, where the Affiliate or sub-Affiliate is simultaneously owning or managing the Seller account (whether directly or not).
For the avoidance of doubt, such transactions shall be deemed as being brought about through collusion and considered an invalid transaction.
- The Affiliate shall not take advantage of any platform limitations. Exposing procedures which override Valianne's Trends rules on purchases including, but not limited to, voucher usage and shipping fees is prohibited.
- The Affiliate covenants that it has and will maintain all licenses, permits, approvals, registrations or the like, to perform the matters contemplated under this Agreement and that it shall carry out this Agreement in compliance with relevant law of Philippines, particularly the Law on Advertisement, its guiding legislation and legal provisions on data privacy.
- In the event of a breach, (including sending Valianne's Trends invalid transactions or violating of the terms stated in this Agreement), Valianne's Trends reserves the right to deem as chargeback: (i) any pending payment owed to the Affiliate, (ii) the total amount of the payout for the period when the breach was found, (iii) any future payout earned by the affiliate proven to have originated from the breach or violation
CLAUSE 4: SERVICES BY Valianne's Trends
- Once the Affiliate has been admitted to the Valianne's Trends Affiliate Program, it shall be provided with a wide range of advertising materials, which shall be adapted at regular intervals in line with the product range and seasonal influences. The Affiliate may request individual provision of formats or newsletter templates from Valianne's Trends at any time.
- Valianne's Trends shall operate its website and the services offered thereon, such as the provision of product feed, within the limits of the technical capacities available to Valianne's Trends. Valianne's Trends shall not be obliged, within these limits, to provide error-free and interruption-free availability of the website. The quality and correctness of the products, advertising material and csv files offered on the Valianne's Trends’s Affiliate platform shall fall within the exclusive discretion of Valianne's Trends.
- All activities of the Affiliate shall be logged via the platform tracking system and made accessible to the Affiliate via the platform statistics and reports. The commission that Valianne's Trends pays to the Affiliate shall be based on the brokered orders and the resulting net shopping basket value. The Commission is calculated in according to Article 7.3 and Article 8.3 of this Agreement.
- The Affiliate shall, in the context of its participation in the platform and in accordance with the terms and conditions that the Affiliate agreed with Valianne's Trends in this respect, be entitled to receive a commission from Valianne's Trends in relation to net transactions that are generated, by its active promotion of Valianne's Trends on the Affiliate’s Website/App, within the first session and for thirty days thereafter if the action of using the Advertising materials is leading to a net transaction and it is the last paid marketing advertorial the end-user is using.
CLAUSE 5: PAYMENT
- Affiliate can login into the Valianne's Trends’s Affiliate Platform to view their accumulated commission one hour after conversions are made and a first payment check has been performed. When requested by the Affiliate and deemed necessary, a technical integration can be established between Valianne's Trends’s Affiliate Platform and the Affiliate’s system. In the event of any discrepancy of data between the platform of Valianne's Trends and the Affiliate, Valianne's Trends’s data shall prevail. Under no circumstances will data from the Affiliate’s system be used to measure payable amount. The Affiliate shall provide Valianne's Trends with a substantive response (i.e. a response which is more than a holding email) on all queries that Valianne's Trends may have regarding the validity of a Sale, within three (3) working days of the Affiliate’s receipt of such query. Failure to respond on such query will result in no pay-out in relation to that Sale.
- Affiliate will be paid every 30th day of the month
- Payment to the Affiliate will be done once a month.
- Valianne's Trends reserves the right to withhold any amount due to the Affiliate below the minimum sum, being any amount below Php 1000, and defer the payment to the next payment period (given that the accumulated amount exceeds Php 1000 at the end of the next month).
- All payment made from the Valianne's Trends to the Affiliate will be in the form of direct bank transfer to the bank account provided by the Affiliate. Valianne's Trends is solely responsible for all incurred financial institution processing fees, except that Valianne's Trends reserves the right to deduct from the payout to the Affiliate, additional processing fees incurred due to incorrect information supplied by the Affiliate.
- The Affiliate shall be solely responsible for payment of all taxes on its own income. If the payment is subject to withholding taxes, Valianne's Trends shall deduct such from the payment, pay to the Affiliate the net amount and upon request by the Affiliate, Valianne's Trends shall provide the Affiliate a certificate or any equivalent document of the taxes withheld.
CLAUSE 6: TERMS OF AGREEMENT, AMENDMENT AND TERMINATION
- The term of this Agreement shall be based on the duration of the Affiliate's membership of the Valianne's Trends Affiliate Program.
- Following termination of the contract, the Affiliate shall, without being requested to do so, immediately delete the information and advertising material submitted to it. The Affiliate shall have no right of retention in this respect. The Affiliate shall, at Valianne's Trends’S request, provide Valianne's Trends with written confirmation of the deletion.
- Valianne's Trends reserves the right to change or alter the purposed commission structure with prior notification. In such a case, an e-mail shall be sent to the Affiliate, based on the e-mail address provided by the Affiliate through the Valianne's Trends Affiliate Program. Notification shall occur at least seven (07) days prior to any change. Valianne's Trends shall have no responsibility to ensure that communications about changes in the program are received by the Affiliate. In case of disagreement, the Affiliate’s sole recourse shall be to end its participation in the program.
- Valianne's Trends shall reserve the right to amend these General Terms and Conditions at any time. The Affiliate shall be informed of any changes via registered e-mail. Should the Affiliate not agree to the changes, it shall be entitled to inform Valianne's Trends thereof within seven (07) days after receipt of the notification of the change. If the Affiliate does not provide such notification within this period, the changes shall be deemed to have been accepted and shall take effect at the end of the period. Valianne's Trends shall, in its notification of the changes, advise the Affiliate of the importance of the two-week deadline.
- This Agreement shall be terminated in the following circumtances:
a.Both parties agree to terminate the Agreement.b.Being required by law.c.The Affiliate has not been engaged (i.e., bringing traffic) for a period of six (06) months.d.Valianne's Trends reserves the right to unilaterally terminate this Agreement at anytime with four (04) weeks prior notice to the Affiliate.e.Valianne's Trends reserves the right to terminate this Agreement without any prior notice to in case the Affiliate breaches or violates any of its obligations or covenants under this Agreement.f.If there is any suspicion on cheating behaviour, Valianne's Trends reserves the right to implement an investigate within seven (07) days from the date of raising suspicion and the implementation of this Agreement would be suspended. Upon expiring such term, Valianne's Trends could decide either to keep engaging in the Agreement or terminate the Agreement without any prior notice. In case any cheating behaviour is found, the Affiliate is required to reimburse all expenses related to the investigation and other relevant damages therefrom within fifteen (15) days from the date of being requested.g.Other provisions in accordance with laws and this agreement.
- The payable expenses will be counted till the date of termination notice except for the circumstances at Clause 9.5.e. and 9.5.f. as above
- Valianne's Trends reserves the right to withhold unpaid commissions for a reasonable period of time following termination to ensure that the correct amount is paid to the Affiliate, such as whether chargebacks apply.
- Upon termination of this Agreement, all rights and obligations of the Parties will be extinguished, except for matters that expressly or by their nature are intended to survive.
CLAUSE 7: CONFIDENTIALITY
- Confidential information shall be any information and documents belonging to the respective other Party that has been marked as confidential or can be regarded as confidential based on the circumstances. This shall include but not limited to:
a.Any marketing strategies, plans, financial information, or projections, operations, sales estimates and business plans relating to the past, present or future business activities of such party;b.Any past or present performance results, including orders and volumes;c.Any plan and strategies for expansion;d.Any products or services, customers or supplier lists;e.Any specific or technical information, invention, design, process, procedure, formula, improvement, technology or method;f.Any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, follow charts, databases, inventions, information and trade secrets; and any other information that should be reasonably recognized as confidential information of disclosing party. Confidential information need not be novel, unique, patentable, and copyrightable or constitute a trade secret in order to be designated Confidential Information.
- None of the Parties has the right to reveal the confidential information to third parties in case getting written approval from the non-disclosing Party. The Affiliate shall disclose confidential information only to those employees for the purpose of implementing this Agreement, and not for any other purposes. The Affiliate shall oblige said employees to maintain secrecy in respect of the confidential information during and after their activity.
- Notwithstanding the foregoing, the confidential information could be disclosed due to the following reasons:
a.To comply with the mandatory provisions of applicable law or the rules of any recognised jurisdiction;b.The information is in the public domain, other than through a breach of this clause;c.For the purposes of any arbitration or legal proceedings arising from this Agreement; andd.To any governmental authority at their request.
- The duty of non-disclosure shall apply for an unlimited period beyond the term of this Agreement.
CLAUSE 8: FINAL PROVISIONS
- This Agreement shall take effect from the date of signing.
- There shall be no oral ancillary agreements to this Agreement. Amendments and addenda to the Agreement shall be in writing. This shall also apply to the amendment or rescission of this clause. Except for documents as may be provided by Valianne's Trends in accordance with Clause 9..3 and 9.4, documents provided in electronic form shall not comply with the written form requirement.
- Any subsequent Insertion Order and other agreements entered into after the effective date shall be an integral part of this Agreement and governed by all terms and conditions herein..
Should individual provisions in this Agreement be invalid or unenforceable, this shall not affect the validity of the other provisions. The Parties shall endeavor to replace the invalid or unenforceable provision with one that best meets the contractual objective in legal and economic terms. The same shall apply in the event of a lacuna.
If this Agreement is being agreed to be a company or entity, then the person signing for and on behalf of that company or entity represents that he or she is authorized to legally bind that company or entity to this Agreement.
Should you have any queries, please do not hesitate to contact the Valianne's Trends Affiliate Team at the following address: firstname.lastname@example.org