Affiliate Agreement

Updated 2017-11-17

 

Buy signing up for the DUFFLER Affiliate Program, you agree to the following:

This Affiliate Agreement ("Agreement") contains the complete terms and conditions between us, DUFFLER Sweden AB, and you, regarding your application to participate as an affiliate of DUFFLER ("Affiliate"), and the establishment of links from your website to our websites; www.duffler.com and shop.duffler.com.

BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE DUFFLER AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

DUFFLER's Affiliate Agreement Definitions

"We", "Our", "Us", - "DUFFLER", (collectively, "DUFFLER")

"You", "Your" and "Affiliate(s)" - the business, individual or entity applying for participation in the DUFFLER Affiliate Program.

"Affiliate Site" - the Affiliate's Internet site including related Social Media channels which displays DUFFLER Products and/or promotions.

"DUFFLER Products" – Our Bags and related products that are available for purchase through www.duffler.com.

"Commission Fees" or "Commissions" - Under the Affiliate Program, subject to the terms hereof, you will be paid a Commission Fee for each Qualified Purchase by a Referred Customer that you refer to DUFFLER under and in accordance with this Agreement.

"Qualified Purchase" - a sale of DUFFLER Products to a Referred Customer, which meets the criteria, set forth below.

"Referred Customer" - each new and unique customer referred from Affiliate through a Link (defined below) provided by or approved by Us, which meets the criteria set forth below.

Requirements:

  • Enrollment in the Affiliate Network

To begin the enrollment process you must submit a completed Affiliate Program Signup Form. The Signup Form can be found at http://duffler.refersion.com

We will evaluate Your application in good faith and will notify You of Your acceptance or rejection in a timely manner. We may reject Your application if We determine (in Our sole discretion) that Your site is unsuitable for Our Affiliate Program for any reason, including, but not limited to, inclusion of content that is, in Our opinion, unlawful or otherwise does not meet our DUFFLER brand.

 

Promotion of Our Affiliate Relationship

If You qualify and agree to participate as an Affiliate,  We will provide you with a unique Affiliate URL (being referred to as a "Link"), which are subject to the terms and conditions hereof. The Link will serve to identify Your site as a member of the DUFFLER Affiliate Program and will establish a Link from Your site or e-mail to Ours.

You agree that You will display on Your site only those graphic or textual images (indicating a Link) provided by Us or text messages expressly approved in advanced in writing by DUFFLER. Furthermore, you agree not to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred Customer's knowledge. (example: iframe).

Any information with respect to Us that is going to be displayed on Your site must be provided by Us and expressly approved by Us in writing in advance of any display.

EXCEPT AS PERMITTED ABOVE OR IN SECTION 13 BELOW, YOU SHALL NOT AND ARE NOT AUTHORIZED TO;

  • USE THE DUFFLER TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) (ALL OF THE FOREGOING, INCLUDING WITHOUT LIMITATION, THE "LINKS" AND THE "LICENSED MATERIALS" (DEFINED BELOW), ARE REFERRED TO HEREIN AS "OUR IP"), WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION;
  • USE OUR IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE;
  • CAUSE OR CREATE OR ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF OUR IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF OUR IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HERE UNDER (IN ADDITION TO BEING A BREACH OF THIS AGREEMENT) SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF OUR TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING WITHOUT LIMITATION, TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY OUR LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH WE SEEK TO ENFORCE OUR RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF OUR INTELLECTUAL PROPERTY RIGHTS.

Order Processing

We will process orders placed by Referred Customer who follow the Links from your website to DUFFLER.com. We reserve the right, in our sole 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 fulfillment, including DUFFLER service, cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified Purchases generated by your website and will make this information available to you through our Affiliate platform. To permit accurate tracking, reporting, and Commission accrual, you must ensure that the Links between your website and our website are properly formatted.

Commission Determination

    Under the Affiliate Program, you will be paid a Commission Fee for each Qualified Purchase by a Referred Customer that you refer to shop.duffler.com under and in accordance with the terms of this Agreement. Each Referred Customer and each Qualified Purchase must meet the following criteria (the "Criteria"):

      • Each Referred Customer must make a Qualified Purchase, and provide a valid payment for the purchased DUFFLER Products. To generate a Commission Fee for you, each Referred Customer must be an active, qualified customer of DUFFLER and must be up-to-date in all payments at the time the Commission Fees are processed and not have been subject to a refund, credit, cancellation, suspension or chargeback.
      • Each Referred Customer must remain in compliance with our Terms of Service, Acceptable Use Policy and other policies that are active at the time the Commission Fees are processed.

      DUFFLER reserves the right to suspend payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms in this Agreement by the Affiliate or a Referred Customer(s). DUFFLER reserves the right to deduct from Affiliate's current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled DUFFLER purchases. Where no subsequent Commission Fee is due and owing, DUFFLER will send Affiliate a bill for the balance of such refunded purchase upon termination of the program or termination of the Referred Customer.

      DUFFLER, in its sole discretion, reserves the right to withhold indefinitely any Commission Fee, and/or to reverse, deny or reject any Commission Fee, for:

        • Any account/sale, which has not been in an approved status in good standing as an account of DUFFLER for a period of at least thirty (30) days.
          • All commissions generated for accounts that may be fraudulent, including but not limited to the use of software that generates real and fictitious information.
          • If we deem orders to be fraudulent or see a pattern of potentially fraudulent activity, including, without limitation, where there are multiple accounts from the same customer, or referral of accounts, which do not comply with this Agreement. We review account information (including site content) to assess referrals.
          • Altering Our Links in any way.
          • Affiliates whom we believe may be artificially submitting Referred Customers, engaging in the advertisement of business-opportunity sites (as determined by DUFFLER in its sole discretion), using marketing practices that we deem to be unethical.

          DUFFLER reserves the right to immediately cancel or withhold for later review any Commission Fee based on the foregoing or that otherwise fails to meet the Criteria. It is the responsibility of the Affiliate to monitor the payment, denial and withholding of Commission Fees; DUFFLER is not obligated to actively notify Affiliates of the status of Commission Fees. If an Affiliate has a question about a Commission Fee that has been cancelled or withheld, that Affiliate has 30 days from the day the payment was due to contact DUFFLER to discuss or reclaim the Commission Fee. Any changes to decisions about cancelled or withheld Commission Fees are strictly at DUFFLER's discretion.

           

            Commission Fee Accrual and Payments

              Subject to the terms of this Agreement, we will pay a Commission Fee equal to the specified percentage set forth in the Commission Report in Your Affiliate Console on a Qualified Purchase by a Referred Customer, which occurs during the month for which such Commission Fee is being calculated.

              Commission Fees will be processed approximately 15 days after the end of the month in which they accrued as set forth below.

               

                Payment Forms/Types

                  Commission Fees shall be paid based on the current information in Your Affiliate profile. The Commission Fees will be paid in the form of a PayPal payment.

                  Please refer to PayPal's policy to ensure you are eligible to receive payment if you reside outside of the United States. https://www.paypal.com/cgi-bin/webscr?cmd=_display-approved-signup-countries-outside

                  DUFFLER is not responsible for any third-party fees charged by PayPal, bank or other financial institute used to receive Affiliate Commission Fees.

                  DUFFLER, in its sole discretion, reserves the right to modify the terms of this Commission payment method or schedule at any time. Such changes shall take effect when posted.

                  Disputes: Affiliate has access to DUFFLER's real-time Affiliate Program statistics and activity and specifically agrees to file any tracking or commission disputes as well as any other disputes and discrepancies within 45 days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after 45 days of the date on which the Qualified Purchase occurred will not be accepted by DUFFLER and Affiliate forfeits forever any rights to a potential claim.

                   

                    Taxes/Address Changes

                      You are responsible for the payment of all taxes related to the commissions you receive under this Agreement. You are responsible for informing DUFFLER about changes to postal and e-mail addresses, as well as any changes to your name, email address, contact information or other personal information that will impact DUFFLER's ability to issue a valid Commission payment.

                       

                      Reports of Qualified Purchases

                        You may log into your Affiliate Console to review Your 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. As such, Commission Fees may not be issued on all Referred Customers that appear in the Affiliate Console.

                         

                          DUFFLER Responsibilities

                            We will be responsible for providing You with the appropriate Link from Your site to Our site. DUFFLER will solely be responsible for order processing for orders/Qualified Purchases placed by a Referred Customer following a Link from Your site, for tracking the volume and amount of Qualified Purchases generated by Your site, and for providing information to Affiliates regarding Qualified Purchases statistics. DUFFLER will be solely responsible for all order processing, including but not limited to payment processing, cancellations, refunds and related DUFFLER service. Any determination made by DUFFLER regarding the foregoing shall be binding absent manifest error.

                             

                              Policies and Pricing

                                Referred Customers who buy DUFFLER Products through the Affiliate network will be deemed to be Our Customers. Accordingly, all of Our rules, policies, and operating procedures concerning DUFFLER orders and DUFFLER Products 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 DUFFLER Products sold under the Affiliate Network in accordance with Our own pricing policies. Prices and availability of DUFFLER Products may vary from time to time. Because price changes may affect products that You have listed on Your site, You may or may not be able to include price information in Your product descriptions. We will use commercially reasonable efforts to present accurate information, but We cannot guarantee the availability or price of any particular product or service.

                                 

                                E-mails and Publicity

                                You shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as "SPAM") without prior written consent from DUFFLER for each and every day when any bulk mailing will occur. DUFFLER, in its sole discretion, reserves the right to reject each and every e-mail mailing. Additionally, You may only send e-mails containing an DUFFLER affiliate link and or a message regarding DUFFLER Products to person(s) who have been previously contacted and whom consented to the fact that the You will be sending an e-mail containing DUFFLER information. Failure by You to abide by this section, CAN-SPAM Act of 2003 or our Anti-Spam Policy, in any manner, will be deemed a material breach of this Agreement by You and foreclose any and all rights you may have to any commissions. If your account has excessive clicks in a very short period of time as determined by DUFFLER in its sole discretion, the Affiliate relationship may be terminated.

                                 

                                  Licenses and Use of the DUFFLER Logos and Trademarks.

                                    • Subject to the limitations set forth in Section 2 above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable license to (i) access our site through the links solely in accordance with the terms of this agreement and (ii) solely in connection with such links, to use the DUFFLER trademark and logo and similar identifying material relating to us (but only in the form(s) that they are provided by us) (collectively, the "Licensed Materials"), for the sole purpose of promoting DUFFLER Products on your site and as approved in advance by us. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that You are a member in good standing of the DUFFLER Affiliate Program.
                                    • You shall not make any specific use of any Licensed Materials for purposes other than selling DUFFLER Products, without first submitting a sample to Us and obtaining the express prior written consent of Your DUFFLER account executive, which consent shall not be unreasonably withheld. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays DUFFLER in a negative light. We reserve all of Our rights in the Licensed Materials and of Our other proprietary rights. We may revoke Your license at any time, by giving You written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement.
                                    • You grant to Us a non-exclusive license to utilize Your names, titles, and logos, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote, and publicize in any manner Our rights hereunder; provided, however, that We shall not be required to so advertise, market, promote, or publicize the Affiliate Trademarks. This license shall terminate upon the expiration or termination of this Agreement.

                                     

                                      Term of the Agreement

                                        The term of this Agreement will begin upon Our acceptance of Your Affiliate Program application and will end when terminated by either party. Either You or We may terminate this Agreement at any time, with or without cause. You are only eligible to earn Commission Fees on Qualified Purchases occurring during the term, and Commission Fees earned through the date of termination will remain payable only if the orders for the related DUFFLER Products are not cancelled and comply with all Terms laid out in this Agreement. We may withhold Your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Customers are legitimate as determined by DUFFLER in its sole discretion.

                                        Any Affiliate who violates either this Agreement or DUFFLER's Terms and Conditions will immediately forfeit any right to any and all accrued Commissions Fees and will be removed from the DUFFLER Affiliate Program.

                                        DUFFLER reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at any time for any reason, in DUFFLER's sole discretion.

                                        Without limitation, Affiliate's participation in the Program, and this Agreement, shall be deemed automatically terminated immediately and all commissions forfeited upon Affiliate's violation of any of the terms of this Agreement or of any applicable law or regulation having the force of law.

                                         

                                          Modification

                                            We may modify any of the terms and conditions contained in this Agreement at any time in Our sole discretion. Such modifications shall take effect when posted on Our site. DUFFLER, in its sole discretion, reserves the right to notify You by e-mail and further reserves the right to withhold notification of any changes made to this Agreement. Modifications may include, but are not limited to, changes in the scope of available Commissions, Commission amounts/percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to You, Your only recourse is to terminate this agreement. Your continued participation in the Affiliate Program following Our posting of a change notice or new agreement on Our site will constitute binding acceptance of the change.

                                             

                                              Disclaimers

                                                We make no express or implied warranties or representations with respect to the Affiliate Program or any DUFFLER Products sold through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). 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, including the tracking of information about Referred Customers during the period of interruption.

                                                 

                                                  Relationship of Parties

                                                    You and DUFFLER 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.

                                                     

                                                      Representations and Warranties

                                                        You hereby represent and warrant to us as follows:

                                                          • 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.
                                                          • You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to Us the license to use Your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to You or binding upon Your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
                                                          • During the term of the Agreement, You will not include in Your site content that is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of Our Terms of Service or Acceptable Use Policy.
                                                          • You are at least eighteen (18) years of age.

                                                           

                                                            Limitation of Liability

                                                              WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE 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 AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

                                                               

                                                                Indemnification

                                                                  You hereby agree to indemnify and hold harmless Us and Our 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, judgments, 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, its development, operation, maintenance and content therein not attributable to Us.

                                                                   

                                                                    Confidentiality

                                                                      Each of the parties here to agrees that all information including, without limitation, the terms of this Agreement, business and financial information, DUFFLER, and 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.

                                                                       

                                                                        Independent Investigation

                                                                          Your application submission acknowledges that you have read this agreement and agree to be bound by all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit DUFFLER relationships on terms that may differ from those contained in this agreement. We may also solicit DUFFLER relationships with entities that operate websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the DUFFLER Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

                                                                           

                                                                            Governing Law

                                                                              The laws of the Sweden will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought to Stockholms Handelskammare. You may not assign this Agreement, by operation of law or otherwise, without Our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce Your strict performance of any provision of this Agreement will not constitute a waiver of Our right to subsequently enforce such a provision or any other provision of this Agreement.

                                                                               

                                                                              I INDICATE MY APPROVAL OF THIS AGREEMENT AND DESIRE TO BECOME AN AFFILIATE UNDER THESE TERMS AND CONDITIONS BY COMPLETING AND SUBMITTING THE AFFILIATE PROGRAM SIGNUP FORM, BY SUBMITTING PROPOSED REFERRED CUSTOMERS OR QUALIFYING PURCHASES TO US UNDER OUR AFFILIATE PROGRAM AND/OR BY COLLECTING AND COMMISSION FEES FROM US.

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