Partner Affiliate Website Marketing Agreement

Agreement

By participating in V3 Apparel's Affiliate Website Marketing Program through Refersion Inc. (the "Program"), You (Affiliate) agree with supplemental Program terms and conditions set forth below, established by V3 Apparel (Company)

In consideration of participating in the Program, You agree to the following terms:

Background

(A) The Company operates the Company Website for the purpose of marketing its products and services to users.

(B) The Affiliate operates the Affiliate Website for the purpose of marketing its products and services to users.

(C) The Company operates the Company affiliate network and the Affiliate wishes to become a member of the Company affiliate network on the terms and conditions of this agreement so that a user of the Affiliate Website clicking directly through from the Affiliate Web Link Pages to the Company Website will land on a Co-Branded Landing Page.

Background

• The Company operates the Company Website for the purpose of marketing its products and services to users.
• The Affiliate operates the Affiliate Website for the purpose of marketing its products and services to users.
• The Company operates the Company affiliate network and the Affiliate wishes to become a member of the Company affiliate network on the terms and conditions of this agreement so that a user of the Affiliate Website clicking directly through from the Affiliate Web Link Pages to the Company Website will land on a Co-Branded Landing Page.

AGREED TERMS

1. Interpretation

The definitions and rules of interpretation in this clause apply in this agreement.

Affiliate Programme Manager: the person named in clause 3.7.

Affiliate Web Link Pages: the web pages of the Affiliate Website that provide a hyperlink directly to one or more Co-Branded Landing Pages or other pages of the Company Website.

Affiliate Website: As provided by affiliate at signup form.

Brand Manual: guidelines provided to the Company by the Affiliate prescribing the permitted form and manner in which the Affiliate's logo and other brand elements may be used, including any amendments or additions notified in writing by the Affiliate to the Company from time to time.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Co-Branded Landing Pages: the web pages (including the Welcome Page) of the Company Website that the Company is to develop and maintain and that will include branding of the Company and the Affiliate.

Code of Conduct: the manner in which the parties should conduct themselves while carrying out their obligations of this agreement. The current version of which is set out in the Schedule 2.

Commission Rate: in respect of each Transaction, the rate set out at clause 4.1.

Company Programme Manager: the member of the Company's personnel who looks after the Company's Affiliate Programme as notified by the Company to the Affiliate from time to time.

Company Trade Mark Guidelines: the written guidelines for use of the Company's Trade Mark, logo and branding from time to time as published from time to time on www.V3Apparel.com the current version of which is set out in the Schedule 1.

Company User: a user who has clicked through to the Company Website from the Affiliate Web Link Pages.

Company Website: the Company's website at any time and from time to time, currently called V3Apparel.com and at www.V3Apparel.com and including all databases, software, domain names, infrastructure and products that the Company markets for use by individual users to shop for Company's products and services. Company Website includes all future versions and replacements of, and successors to, the site.

Effective Date: the date of this agreement.

Net Revenue: in respect of each Transaction, the gross revenue received by the Company for that Transaction, exclusive of VAT and any other tax, and after deduction of any rebate, discount, allowance, credit or other adjustment granted or allowed in relation to that Transaction and any service fees or fulfilment or other charges (including in relation to credit cards) paid or payable by the Company to any third party (other than the Affiliate) in relation to that Transaction.

Transaction: a purchase of any products or services offered for sale on the Company Website by a Company User who has clicked through directly to the Company Website from the Affiliate Web Link Pages where that purchase is completed during a single browser session.

VAT: Value added tax chargeable under the Value Added Tax Act 1994.

Welcome Page: the first of the Co-Branded Landing Pages that a Company User lands on when clicking through to the Company Website from the Affiliate Web Link Pages.

1.1. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

1.5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.6. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.7. A reference to writing or written includes faxes and e-mail.

1.8. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.9. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. COMPANY'S OBLIGATIONS

2.1. The Company shall create, operate and maintain the Co-Branded Landing Pages.

2.2. The Company shall be permitted to use the Affiliate's logo for the purposes of clause 2.1 solely in accordance with any reasonable written guidelines or instructions provided by the Affiliate to the Company relating to the Affiliate's logo OR the Brand Manual.

2.3. The Company undertakes that the Affiliate logo link on the Co-Branded Landing Pages will link back directly to the home page of the Affiliate Website.

2.4. The Company shall provide the Affiliate with one or more uniform resource locators (URLs) to link from the Affiliate Web Link Pages to the Welcome Page or other Co-Branded Landing Page.

2.5. The Company shall be responsible for developing, operating and maintaining the Company Website.

2.6. The Company shall provide to Company Users clicking through directly from the Affiliate Web Link Pages access to and use of the Company Website in accordance with Company's standards terms of use and other terms and conditions, policies and procedures from time to time.

2.7. The Company to provide the Affiliate with “Affiliate login” details to www.refersion.com/affiliate/login which sets out for the month concerned the total number of:

(a) Transactions, together with a statement setting out the amounts due to Affiliate in respect of this agreement calculated in accordance with clause 4 below.

2.8. The Company may at any time or times:

(a) change the name of Company Website;

(b) change the Company Trade Mark Guidelines; and

(c) target the Company Website at potential customers in such additional country or countries as it chooses, provided it maintains that part of the Company Website directed at the UK.

2.9. The Company shall request prior approval for any use of any Affiliate trade mark, domain name, logo or branding that the Company may wish to make. The Affiliate shall review the proposed use within a reasonable time (being ordinarily not longer than seven days) and shall not unreasonably refuse or delay approval.

2.10. This agreement is non-exclusive and does not prevent or restrict the Company from entering into similar or different agreements with third parties. The Company makes no representation that the terms of this agreement are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.

3. AFFILIATE'S OBLIGATIONS

3.1. The Affiliate shall use all reasonable commercial efforts to market and promote the Company Website and the products and services available for sale on it so as to generate the maximum number of Transactions.

3.2. The Affiliate will create a PayPal account on acceptance of this agreement.

3.3. The Affiliate undertakes promptly, and in any event within 14 days after the Effective Date, to submit to the Company Programme Manager for approval by the Company before publication on the Affiliate Website:

(a) the initial version of the Welcome Page;

(b) any change to the Welcome Page since the most recent version provided to the Company;

(c) the template designs for the Affiliate Web Link Pages;

(d) the first set of Affiliate Web Link Pages; and

(e) any change to any of the template designs for, or to any of, the Affiliate Web Link Pages since the versions last submitted to the Company.

3.4. The Affiliate shall be responsible for developing, operating and maintaining the Affiliate Website and for all materials that appear on it. In particular, but without limiting the generality of the foregoing, the Affiliate shall be responsible for:

(a) the proper functioning and maintenance of all hyperlinks to the Company Website; and

(b) compliance with the Company Trade Mark Guidelines.

3.5. The Affiliate shall submit to the Company for prior approval any proposed use of any Company trade mark, domain name, logo, and other elements of branding that the Affiliate may wish to make. The Company shall review the proposed use within a reasonable time (being ordinarily not longer than seven days) and shall not unreasonably refuse or delay approval.

3.6. The Affiliate shall provide the Company with:

(a) all co-operation in relation to this agreement; and

(b) all access to such information as may be required by the Company,

as is necessary for the proper performance of the Company's obligations under this agreement.

3.7. The Affiliate acknowledges and agrees that their participating website(s) may not:

(a) Infringe on our or anyone else's intellectual property, publicity, privacy or other rights.

(b) Violate any law, rule or regulation.

(c) Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.

(d) Contain any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.

(e) Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commission from another website. This includes toolbars, browser plug-ins, extensions and add-ons.

3.8. The Affiliate acknowledges and agrees to adhere to the following advertising guidelines:

(a) The Affiliate must only advertise their personal Affiliate Web Link and Discount Code.

(b) The Affiliate must only advertise their Affiliate Web Link and Discount Code on the blog, personal website or social platforms that have received prior consent from the Company.

(c) Posting on 3rd party websites, networks, social platforms, or anywhere where the Affiliate has not received consent from the Company will result in removal from the Program.

(d) The Affiliate agrees not to use any technology that covers up the Discount Code and generates the Affiliate click by revealing the Discount Code.

(e) The Affiliate must not post personal Affiliate Discount Codes or Web Links on the Company's social media properties or via any paid social media channels.

(f) The Affiliate agrees not to advertise V3 Apparel through any paid media such as search engine adverts, display advertising and paid social advertising.

(g) The Affiliate agrees not to create, publish, distribute, or print any written material that makes reference to the Program without first submitting that material to the Company and receiving prior consent.

(h) The Affiliate agrees to abide by the CAN-SPAM Act of 2003 with respect to the Program.

3.9. The Affiliate shall at all times while this agreement is in force have an Affiliate Programme Manager. The first Affiliate Programme Manager shall be: Ryan Owen.

The Affiliate Programme Manager shall have the authority to contractually bind the Affiliate on all matters relating to this agreement. The Affiliate shall use reasonable endeavours to ensure as far as reasonably possible the continuity of the Affiliate Programme Manager.

3.10. The Affiliate acknowledges and agrees that it has no authority to legally bind the Company in relation to Company Users, other users or anyone else and that it has not been appointed and is not the agent of the Company for any purpose. The Affiliate agrees that it shall not make to anyone any representation or commitment about the Company, the Company Website or any of the products or services available to be bought on the Company Website.

3.11. The Affiliate shall comply with all applicable laws and regulations with respect to its activities under this agreement and to its business.

3.12. The Affiliate to abide to the Code of Conduct set out within Schedule 2.

3.13. In the event of any delays in the Affiliate's provision of assistance as agreed by the parties, the Company may adjust any dates for performance or delivery provided to the Affiliate as reasonably necessary.

4. CHARGES AND PAYMENT

4.1. The Company will pay the Affiliate the Commission Rate of 10% in respect of Net Revenue for each Transaction.

4.2. All commission will be paid by the Company to the Affiliate via PayPal. 

4.3.  Commission is payable on a receipts, not accruals, basis so if Company receives no revenue on any Transaction, no commission is payable.

4.4. Affiliate acknowledges and agrees that no payments are due to it under this agreement otherwise than as expressly set out in this agreement.

4.5. All sums payable under this agreement are exclusive of VAT and if VAT is chargeable it shall be paid in addition. For the duration of this agreement, the Affiliate agrees to the Company invoicing the Affiliate for commission payable under a self-billing arrangement and further agrees that:

(a) it is registered for VAT and will, within 14 days of this agreement, provide the Company with its VAT registration number;

(b) for so long as the self-billing arrangement is in place, it will not raise VAT invoices for supplies made under this agreement; and

(c) it will notify the Company immediately if the Affiliate ceases to be registered for VAT, transfers its business as a going concern or becomes registered for VAT under another VAT registration number.

4.6. The Affiliate shall notify the Company of any change in its contact or address details and shall duly complete all relevant forms requiring completion by any taxation or other government authority in relation to its activities under this agreement.

4.7. Except in the case of manifest error, the Company shall endeavour to pay the Affiliate the commission earned to be due within 30 days after the end of each calendar month.

4.8. In the event that the total monthly fees paid or payable by the Company to the Affiliate under clause 4.7 for any period of three consecutive months is less than £20.00, the Company may choose on giving notice to the Affiliate to make payments to the Affiliate quarterly until such time as the average monthly fees over a consecutive three-month period exceed £20.00.

5. PROPRIETARY RIGHTS

The Affiliate acknowledges and agrees that the Company and its licensors own all intellectual property rights in the Company Website and all the Company's products and services. Except as expressly stated herein, this agreement does not grant the Affiliate any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses belonging to the Company. All such rights are reserved to the Company.

6. CONFIDENTIALITY

6.1. Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 16.2.

6.2. Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 6; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

6.3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

6.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

6.5. This clause 6 shall survive termination of this agreement, however arising.

7. DATA PROTECTION

Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 and any successor legislation; and (ii) for so long as and to the extent that the law of the EU has legal effect in the UK, the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.

8. INDEMNITY

Each party shall indemnify the other party against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the beneficiary of the indemnity arising out of or in connection with the indemnifier's website (being the Company Website or the Affiliate's website as the case may be) or the marketing or sale of products or services on that website, provided that:

(a)  the indemnifier is given prompt notice of any such claim;

(b) the beneficiary provides reasonable co-operation to the indemnifier in the defence and settlement of such claim, at the beneficiary's expense; and

(c) the indemnifier is given sole authority to defend or settle the claim.

9. LIMITATION OF LIABILITY

9.1. This clause 9 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Affiliate:

(a) arising under or in connection with this agreement; and

(b) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortuous act or omission (including negligence) arising under or in connection with this agreement.

9.2. Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.

9.3. Nothing in this agreement excludes the liability of the Company:

(a) for death or personal injury caused by the Company's negligence; or

(b) for fraud or fraudulent misrepresentation.

9.4. Subject to clause 9.3:

(a) the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement; and

(b) the Company's total aggregate liability in contract (including in respect of the indemnity in clause 9), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the amount paid under this agreement by the Company to the Affiliate during the 12 months preceding the date on which the claim arose.

10. DURATION AND TERMINATION

10.1. This agreement shall commence on the Effective Date and shall continue for the period of one year, unless otherwise terminated as provided in this clause 10. After one year, this agreement shall automatically renew for yearly periods, unless either party notifies the other, in writing, at least 30 days before the end of the then current term.

10.2. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:

(a) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such a breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(c) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

(d) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(e) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

(g) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(h) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

(i) there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010; or

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2(b) to clause 10.2(k) (inclusive).

(k) failure to abide to the Code of Conduct set out within Schedule 2.

(l) failure to refer a sale within 12 months will result in the agreement being terminated on grounds of poor performance.

11. CONSEQUENCES OF TERMINATION

On termination of this agreement for any reason:

(a) In the event that the Affiliate is found to be a Commercial Agent (Council Directive) Regulations 1993 (as amended from time to time) apply, and provided that the Affiliate gives notice of its intention as required thereunder, the Affiliate shall, unless any of the circumstances mentioned in Regulation 18 of those Regulations applies, have the right to be indemnified as provided in Regulation 17 of those Regulations. For the avoidance of doubt, the Affiliate shall have no right to any compensation under those Regulations on termination f this agreement.

(b) all licences and benefits granted under this agreement shall immediately terminate;

(c) each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party; and

(d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced;

(e) all hyperlinks, Discount Codes and Affiliate links granted under this agreement shall immediately terminate.

12. FORCE MAJEURE

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate this agreement by giving 30 days' written notice to the affected party.

13. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14. RIGHTS AND REMEDIES

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

15. SEVERANCE

15.1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

15.2. If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

16. ENTIRE AGREEMENT

16.1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

16.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

16.3. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this agreement.

16.4. Nothing in this clause shall limit or exclude any liability for fraud.

17. Assignment and other dealings

17.1. The Affiliate shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement without the prior written consent of the Company.

17.2. The Company may at any time assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement.

18. NO PARTNERSHIP OR AGENCY

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

19. VIOLATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20. THIRD PARTY RIGHTS

A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

21. NOTICES

21.1. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by fax to its main fax number; or

(c) electronic communications.

21.2. Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; or

(c) if sent by fax, at 9.00 am on the next Business Day after transmission.

22. GOVERNING LAW

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of England and Wales.

23. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1 - Company Trade Mark Guidelines

These guidelines are for V3 Apparel licensees, authorized resellers, affiliates, athletes, employees and other parties wishing to use V3 Apparel's trademarks, service marks or images in promotional, advertising, instructional, or reference materials, or on their websites, blog or social pages. Use of V3 Apparel trademarks, logos and images without prior written consent of V3 Apparel may constitute trademark infringement and unfair competition in violation of trademark laws. V3 Apparel does not grant permission to modify trademarks, logos, images, advertising or similar materials. Only V3 Apparel and its authorized resellers and licensees may use the V3 Apparel Logo in advertising, promotional, and sales materials. Such authorized parties may use the V3 Apparel Logo and trademarks.

V3 Apparel trademarks and logos are valuable assets. In following these guidelines you help us protect our valuable trademark rights and strengthen our brand identity. By using a V3 Apparel trademark, in whole or in part, you are acknowledging that V3 Apparel is the sole owner of the trademark and promising that you will not interfere with V3 Apparel's rights in the trademark, including challenging V3 Apparel's use, registration of, or application to register such trademark, alone or in combination with other words, anywhere in the world, and that you will not harm, misuse, or bring into disrepute any V3 Apparel trademark. The goodwill derived from using any part of a V3 Apparel trademark exclusively inures to the benefit of and belongs to V3 Apparel. Except for the limited right to use as expressly permitted under these Guidelines, no other rights of any kind are granted hereunder, by implication or otherwise.

Rules for Proper Use of V3 Apparel Trademarks

It is your responsibility to determine whether your proposed use is legally permissible. If authorized to do so, you may reference V3 Apparel products and services using the V3 Apparel trademarks, so long as such references are: (1) truthful, fair, and not misleading, and (2) comply with the following guidelines, which may be modified from time to time by V3 Apparel in its sole discretion. For up to date Trade Mark Guidelines please visit www.V3Apparel.com.

1. Trademarks are adjectives used to modify nouns; the noun is the generic name of a product or service.

2. As adjectives, trademarks may not be used in the plural or possessive form.

3. An appropriate generic term must appear after the trademark the first time it appears in a printed piece, and as often as is reasonable after that.

4. Always spell and capitalize V3 Apparel’s trademarks. Do not shorten or abbreviate V3 Apparel product names. Do not make up names that contain V3 Apparel trademarks.

Unauthorized Use of V3 Apparel Trademarks

1. Company, Product, or Service Name:You may not use or register, in whole or in part, V3 Apparel, Made To Motivate, or any other V3 Apparel trademark, including V3 Apparel-owned graphic symbols, logos, icons, or an alteration thereof, as or as part of a company name, trade name, product name, or service.

2. V3 Apparel Logo and V3 Apparel-owned Graphic Symbols:You may not use the V3 Apparel Logo or any other V3 Apparel-owned graphic symbol, logo, or icon on or in connection with web sites, products, packaging, manuals, promotional/advertising materials, or for any other purpose except pursuant to an express written trademark license from V3 Apparel, such as a reseller agreement.

3. Variations, Takeoffs or Abbreviations:You may not use an image of, or other variation of "V3" or "V3 Apparel" for any purpose. Third parties cannot use a variation, phonetic equivalent, foreign language equivalent, takeoff, or abbreviation of a V3 Apparel trademark for any purpose.

4. Disparaging Manner:You may not use a V3 Apparel trademark or any other V3 Apparel-owned graphic symbol, logo, or icon in a disparaging manner.

5. Endorsement or Sponsorship:You may not use V3 Apparel, or any other V3 Apparel trademark, including V3 Apparel-owned graphic symbols/logos, or icons, in a manner that would imply V3 Apparel’s affiliation with or endorsement, sponsorship, or support of a third party product or service.

6. Merchandise Items:You may not manufacture, sell or give-away merchandise items, such as T-shirts and mugs, bearing V3 Apparel or any other V3 Apparel trademarks, including symbols, logos, or icons, except pursuant to an express written trademark license from V3 Apparel.

7. V3 Apparel’s Trade Dress:You may not imitate the distinctive V3 Apparel packaging, web site design, logos, or typefaces.

8. Slogans and Taglines:You may not use or imitate a V3 Apparel slogan or tagline.

9. Domain Names:You may not use an identical or virtually identical V3 Apparel trademark as a second level domain name.

10. Trademark Bidding: You may not bid on a V3 Apparel trademark (or any variant, extension thereof, variations of, or misspellings thereof) as a keyword or content based campaigns on any search engine or social networking platforms. You may not use our trademarked terms in your ad title, ad copy, display name or as the display url. You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Affiliate must be directed to an actual page on your website. You may not bid in any manner appearing higher than V3 Apparel for any search term in position 1-5 in any auction style pay-per-click advertising program.

11. Ownership Assertion: Do not assert rights over any V3 Apparel brand or trademark whether by incorporating a V3 Apparel brand or trademark into your own product or service names, trademarks, logos, company names, or domain names or seeking a trademark or domain name registration for any term that includes a V3 Apparel brand or trademark.

Schedule 2 – Code of Conduct

INTERNET ADVERTISING BUREAU (“IAB”)

AFFILIATE MARKETING COUNCIL CODE OF CONDUCT – VOUCHERS

COORDINATION PROCEDURE

PART 1 - INTRODUCTION

This procedure (the “Coordination Procedure”) sets out the procedure for the coordination of the enforcement of the Affiliate Marketing Council Code of Conduct – Vouchers (the “Code”) by the IAB. The Code applies to affiliates and online publishers (“Affiliates”) which use vouchers to direct website traffic to online merchants.

Compliance with the Code is a condition of participation in the affiliate marketing networks operated by:

Affiliate Window Affilinet
Commission Junction OMG
Omnicom
Rakuten LinkShare
 TradeDoubler
TradeTracker
Webgains

(together the “Networks”).

The Networks will enforce the Code. The IAB will act as a coordinator to ensure consistent enforcement of the Code by the Networks. The IAB will coordinate the enforcement of the Code in accordance with this Coordination Procedure.

Part 2 – COORDINATION PROCEDURE

Notification and Enforcement Notices

1. A suspected breach of the Code by an Affiliate is notified to the Networks (a “Complaint”).

2. On receipt of the Complaint, the Networks will enforce the Code under the terms of their agreements with Affiliates, as each of the Networks deem appropriate.

3. If the issuer of the Complaint considers that the Networks have not properly and consistently enforced the Code, the issuer of the Complaint may notify the IAB by email to vouchercode@iabuk.net.

4. On receipt of a notice of a Complaint, the IAB may call a meeting of the Networks (”Enforcement Meeting"). When considering whether to call an Enforcement Meeting, the IAB will take into account:

4.1. the nature and extent of the suspected breach of the Code;

4.2. the nature and extent of any enforcement action taken by each of the Networks;

4.3. the extent of any inconsistency of the enforcement of the Code by the Networks; and

4.4. any other factors it considers relevant.

5. The IAB will only call a meeting of the Networks where it considers that the issuer of the Complaint has, directly with the Networks, undertaken all appropriate action.

6. At the Enforcement Meeting, the Networks will [unanimously agree OR agree by majority decision] a course of enforcement action to be undertaken by the Networks in respect of the suspected breach and a timescale for the implementation of that course of action.

7. Any course of enforcement action agreed at the Enforcement Meeting will be implemented by the Networks in accordance with any agreed dates for implementation.

General

8. Any action taken by a Network in respect of the Code or this Coordination Procedure is without prejudice to any of that Network’s other rights or remedies, including any contractual rights or remedies as provided under any agreements between that Network and Affiliates.

 

INTERNET ADVERTISING BUREAU (“IAB”)

AFFILIATE MARKETING COUNCIL CODE OF CONDUCT – VOUCHERS (the “Code”)

PART 1 - INTRODUCTION

The Code applies to affiliates and online publishers (“Affiliates”) which use vouchers to direct website traffic to online merchants (“Advertisers”) as part of an affiliate marketing program operated by any the affiliate marketing networks which enforce the Code. Any reference in the Code to “vouchers” includes voucher codes.

The Code seeks to achieve the following overriding objectives:

(a) To maintain consumer confidence in vouchers as a purchasing method; and

(b) To ensure fair dealings amongst businesses which make use of vouchers as an affiliate marketing model(known as the “Objectives”)

The Code includes practical guidance on how to comply. Affiliates must follow this guidance in order to comply with the Code, but following the guidance does not guarantee compliance with the Code. Affiliates must decide for themselves which measures to take in order to comply with the Code. Therefore, complying with the Code may require Affiliates to take measures in addition to the measures described in any guidance.

Compliance with the Code is a condition of participation in the affiliate marketing networks operated by:

Affiliate Window Affilinet
Commission Junction OMG
Omnicom Affiliates Rakuten LinkShare TradeDoubler TradeTracker Webgains
(together the “Networks”).

The Networks will enforce the Code independently, under their own terms of business. The IAB will act as a coordinator to ensure that the independent enforcement of the Code by the Networks is consistent. However, when enforcing the Code the Networks and IAB will not act as a collective nor to take action collectively. The IAB will coordinate the enforcement of the Code in accordance with the Coordination Procedure.

The Code does not restrict the ability of Advertisers to enforce any other rights they may have in respect of any vouchers.

Part 2 – RULES AND GUIDANCE

1. Affiliates must act lawfully and comply with the spirit of the Code, as well as the letter of the Code.

Guidance:

1.1 The Code must be interpreted in the context of the Objectives, having regard to technical developments, new commercial practices and changing consumer attitudes.

1.2 Compliance measures must be periodically reviewed in order to ensure ongoing compliance with the Code.

1.3 Affiliates must comply with the Code in respect of any vouchers it publishes, whether sourced from Advertisers, affiliate marketing networks, agencies or the public.

1.4 Affiliates must comply with the Code regardless of whether vouchers are published by the Affiliate or whether the Affiliate permits the vouchers to be published on its behalf.

1.5 All vouchers must comply with any codes of advertising practice administered by the Advertising Standards Authority from time to time, and any applicable laws or regulations for the protection of consumers (including the Consumer Protection from Unfair Trading Regulations 2008).

2. Consumers must be provided with information which is true, accurate and not misleading.

Guidance:

2.1 A description of the key terms and conditions of a voucher (including any expiration date) must be immediately visible to consumers when viewing a voucher. All other terms and conditions of a voucher must be readily accessible by consumers when viewing a voucher.

2.2 Vouchers must be kept up to date. Vouchers which have expired may only continue to be published if it is immediately apparent to consumers that the voucher has expired. For this purpose, it is not sufficient to state the expiration date only.

2.3 All terms and conditions of a voucher must be prominent, fair and intelligible.

3. If a consumer is required or induced to act, the consequences of that action must meet the reasonable expectations of a consumer.

 

Guidance:

3.1 Consumers must not be required, invited or induced to act without having been properly informed of the consequences of that action.

3.2 If a consumer is required, invited or induced by an Affiliate to act in order to access a voucher, the consumer must be provided with access to a valid voucher as a primary consequence of that action.

3.3 A consumer must be made aware if an action taken in respect of a voucher will cause that consumer to be redirected to a website, or cause a website to appear.

4. Vouchers must be differentiated from other promotions or discounts Guidance:

It must be clear to the consumer whether a sales promotion or discount is:

4.1 obtained by use of a voucher;

4.2 obtained by participating in a ‘group-coupon’ type arrangement;

4.3 a ‘daily-deal’ type promotion; or

4.4 a sales promotion or discount offered by the Advertisers generally.

5. Vouchers must only be monetised with the permission of the relevant
Advertiser or any of that Advertiser's respective licensors or licensees
Guidance:

5.1 It is for the Affiliate to demonstrate that permission is held to monetise a voucher.

5.2 Vouchers must not be published if such publication is likely to:

5.2.1 constitute the infringement of any intellectual property rights of any third party;

5.2.2 cause an Advertiser to breach any agreements it may have with any third parties; or

5.2.3 infringe any rights granted to a third party by any Advertiser..

5.3 Affiliates must not monetise vouchers which are known to be exclusively licensed by an Advertiser to another Affiliate.

5.4 Affiliates must immediately cease monetisation of any vouchers on the
request of the respective Advertiser or any of Advertiser respective licensors or licensees.

6. Vouchers must only be published in accordance with the instructions of the relevant Advertiser

Guidance:

6.1 Affiliates may publish non-monetised vouchers in the absence of any instructions to the contrary issued by the relevant Advertiser.

6.2 Affiliates should respond to any instructions of an Advertisers regarding that Advertiser’s vouchers as soon as reasonably practicable. Such response may include ceasing to publish the voucher.

6.3 Affiliates should adopt policies which take into account the respective instructions of each Advertiser.
 

7. Affiliates must not publish, or permit the publication, of any content which is likely to bring into disrepute the voucher model of affiliate marketing, any Advertiser or any of that Advertiser’s respective licensors or licensees.

Guidance:

7.1 Affiliates must ensure effective moderation of any user-generated content it permits to be published.

7.2 Affiliates must immediately respond to any communication issued by any Advertiser, or any of that Advertiser's respective licensors or licensees, which concerns content likely to be considered defamatory.