This Master Agreement is made between Sierra Trading Post and its affiliate partners.
Partner and Sierra Trading Post are each enrolled in The Rakuten Affiliate Network, Commission Junction Network or Avantlink Network. Partner and Sierra Trading Post each desire to establish the general terms and conditions which shall govern advertising and commission arrangements between Partner and Sierra Trading Post which result from their participation in The Rakuten Affiliate Network, Commission Junction Network or Avantlink Network.
TERMS AND CONDITIONS
To begin the enrollment process, you need to submit a complete Program application at the RAN, CJ or Avantlink sites. We will evaluate your application and will notify you through the respective Network Site of your acceptance or rejection. We may reject your application for any reason, including, but not limited to our determination, in our sole discretion, that your Site is unsuitable for the Program. Unsuitable Sites include, but are not limited to, those that: (a) contain or link to nudity or pornography or promote sexually explicit materials; (b) promote violence; (c) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) promote illegal activities; (e) infringe our intellectual property rights or those of any third party or otherwise violate the rights of any third party; (f) contain, in our sole judgment, material that is defamatory, fraudulent, or harassing to us or any third party; (g) promote the use of any pyramid or similar schemes; or (h) include “Sierra Trading Post” or variations or misspellings thereof, in their domain names or in any metatags or other hidden text. If we accept your application, The Network will provide you with access to its affiliate gateway. You should also note that if we accept your application and your Site is determined in our sole discretion to be unsuitable for the Program, we may terminate this Agreement at any time. If we temporarily reject your application, you are welcome to reapply to the Program after 14 days. If we permanently reject your application, you are unable to reapply to the Program. In consideration of the promises set forth below, we agree as follows:
1. Offers and Engagements
1.1. From time to time, Sierra Trading Post may post on The Network offers to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). If such offers receive an identification number from The Network they shall be deemed to be an “Offer” for purposes of this Agreement. The term “Offer” shall also include any counter-offers resulting from an Offer.
1.2. If an Offer made by one party is accepted by the other party in accordance with the Offer’s terms via The Network, an “Engagement” will have been formed. Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.
1.3. At any time prior to Partner providing a Qualifying Link, Sierra Trading Post may with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted by Sierra Trading Post for an Offer or an Engagement. Partner agrees to promptly implement any request from Sierra Trading Post to remove, alter or modify any graphic or banner ad submitted by Sierra Trading Post that is being used by Partner as part of an Engagement.
2. Partner’s Responsibilities
2.1. Partner will link its site to areas within Sierra Trading Post’s site using special URLs specified in the Engagement (the “Required URLs”). Partner may post as many links to the Required URLs and the rest of Sierra Trading Post’s site as it likes on Partner’s site. The position, prominence and nature of links on the Partner’s site shall comply with any requirements specified in the Engagement, but otherwise will be in the discretion of Partner.
2.2. Partner agrees not to make any representations, warranties or other statements concerning Sierra Trading Post, Sierra Trading Post’s site, any of Sierra Trading Post’s products or services, or Sierra Trading Post’s site policies, except as expressly authorized by the Engagement.
2.3. Partner is responsible for notifying Sierra Trading Post and the affiliate network of any malfunctioning of the Required URLs or other problems with Partner’s participation in the Engagement. Sierra Trading Post will respond promptly to all concerns upon notification by Partner.
2.5. Partner agrees that it shall in no way engage in cybersquatting tactics. This includes but is not limited to domain squatting, trademark squatting, and misspellings of trademarked names.
2.6 Partner agrees that they will not engage in any keyword bidding on Sierra Trading Post’s trademark names, misspellings or similar terms. This includes bidding on Sierra Trading Post + terms. (Example: Sierra Trading Post Coupons) Sierra Trading Post reserves the right to deny commission to any Affiliate that violates this policy for the pay term in which the violation occurred.
2.7 Partner agrees that they will not engage in any email activity that is not in accordance with the U.S. Federal Government’s Can Spam Act of 2003.
2.8 Partner agrees that they will not market the names and/or products of Sierra Trading Post’s restricted vendors. An updated list of restricted vendors is maintained at this web address.
2.9 Partner agrees that they will not engage in any keyword bidding on the trademarked names of Sierra Trading Post’s competitors in an attempt to direct traffic to websites owned by Sierra Trading Post.
2.10 Partner agrees to not market any erroneous and/or unauthorized coupon codes. Affiliate will forfeit any commission/s earned through the use of unauthorized coupon codes via manual adjustment to the affiliate invoice at the end of each pay period.
2.11 Partner agrees that they will not use any Sierra Trading Post vendor name brands in their website domain name (for example, www.danskooutlet.com). The current list of Sierra Trading Post’s vendors can be found at here.
3.1. Sierra Trading Post agrees to pay Partner the commission specified in the Engagement if Sierra Trading Post sells to a visitor to Sierra Trading Post’s site (a “Customer”) a product or service that is the subject of the Engagement and if that Customer has accessed Sierra Trading Post’s site and purchased the product or service via a Qualifying Link.
3.2. A “Qualifying Link” is a link from Partner’s site to Sierra Trading Post’s using one of the Required URLs or any other URL provided by Sierra Trading Post for use in The Network if it is the last link to the Sierra Trading Post’s site that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A “Session” is the period of time beginning from a Customer’s initial contact with Sierra Trading Post’s site via a link from the Partner’s site and terminating when the Customer either returns to the Sierra Trading Post’s site via a link from a site other than Partner’s site or the Engagement expires or is terminated.
3.3. Sierra Trading Post shall have the sole right and responsibility for processing all orders made by Customers. Partner acknowledges that all agreements relating to sales to Customers shall be between Sierra Trading Post and the Customer.
3.4. All determinations of Qualifying Links and whether a commission is payable will be made by The Network and will be final and binding on both Sierra Trading Post and Partner. Prices for the products will be set solely by Sierra Trading Post in its discretion.
3.5 No commission may be earned for purchases made from other stores operated by third parties that may be accessible from Partner’s site.
3.6 Commission may be earned only on credit card or giftcard transactions. Purchases paid by other methods are not eligible for commissions. Additionally, Sierra Trading Post does not pay commission on the sale of giftcards.
3.7 In the event Sierra Trading Post, in its sole discretion, suspects fraud or other unlawful conduct by partner or by any third party accessing Sierra Trading Post’s site through links on Partner’s site, Sierra Trading Post shall be entitled to suspend or deny payments in whole or in part to Partner in Sierra Trading Post’s sole discretion.
4. Ownership and Licenses
4.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
4.2. Sierra Trading Post grants Partner a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement or during the registration process in The Network, on Partner’s site solely for the purpose of creating links from Partner’s site to Sierra Trading Post’s site during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, Partner may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Partner may not sub-license, assign or transfer any such licenses for the use of the same, and any attempt at such sub-license, assignment or transfer is void.
4.3. Partner grants Sierra Trading Post a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Partner solely for co-branding purposes or as a return link from Sierra Trading Post’s site to Partner’s site. Sierra Trading Post will remove such graphic or banner ad upon Partner’s request.
5.1. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through The Network. Termination of an Engagement shall not terminate this Agreement or any other Engagement.
6.1. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party’s site will not (i) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.
6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF Sierra Trading Post ABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.1. Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.
8. Rakuten Affiliate Network Required Provisions
8.1. Sierra Trading Post and Partner jointly and severally hereby agree to indemnify, defend, and hold harmless The Rakuten Affiliate Network and its affiliates, officers, directors, employees and agents (collectively, “RAN”) from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to any Offer, Engagement, any other matter related to this Agreement or the subject matter hereof any dispute relating thereto.
8.2. The parties agree that Rakuten Affiliate Network may rely on any data, notice, instruction or request furnished to Rakuten Affiliate Network by either party which is reasonably believed by Rakuten Affiliate Network to be genuine and to have been sent or presented by a person reasonably believed by Rakuten Affiliate Network to be authorized to act on behalf of one of the parties. In the event of any dispute between the parties, the parties agree that to the extent the parties contact and involve Rakuten Affiliate Network, Rakuten Affiliate Network may consult with and use counsel of its own choice in connection with such dispute and the reasonable fees and disbursements of Rakuten Affiliate Network’s counsel shall be within the costs and disbursements covered by the indemnity specified in Section 8.1 above. 8.3. The parties acknowledge and agree that this Agreement and the Engagements are only made possible due to Rakuten Affiliate Network and that the parties shall not, for the duration of this Agreement and for twelve (12) months thereafter, enter into any advertising, collaborations or other commercial arrangements with each other in connection with their sites on the World Wide Web except via the Rakuten Affiliate Network.
9. Limitation of Liability
9.1. In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.
9.2. The parties agree that The Network and its affiliates, officers, directors, employees and agents shall not be liable to either party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages.
10.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
10.2. The parties agree that The Network are intended third party beneficiaries under this Agreement.
10.3. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of Sierra Trading Post’s headquarters. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to Sierra Trading Post’s headquarters to the attention of Sierra Trading Post’s legal department.
10.4. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties.
10.5. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.