|Conversion action||Online purchase with processed valid payment|
|Cookie days||120 day(s)|
|Commission type||Flat Rate|
|Additional terms||Earn $60 for every new member referred, and offer $60 off the membership to your community through your link or code.|
This Affiliate Agreement (the "Agreement") contains the complete terms and conditions between Italic ("us", "we" or "Italic") and you, regarding your application to and participation in the Italic Reps Affiliate Program (the "Program") as an affiliate of Italic ("you" or "Affiliate"), and the establishment of links from Affiliate's social media accounts to our website, www.italic.com .
BY PARTICIPATING IN THE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
1. TERM AND TERMINATION
(a) The term of this Agreement will begin upon our acceptance of Affiliate's application into the Program and will end when terminated by either party (the "Term"). Either party may terminate this Agreement at any time, with or without cause, by giving the other party prior written notice by email.
(b) Italic expressly reserves all rights to terminate the Program, in whole or in part, at any time for any or no reason, as determined in its sole discretion, by giving Affiliate written notice by email.
2. ELIGIBILITY TO PARTICIPATE IN THE PROGRAM
To participate in the Program, you must be a legal resident of the fifty (50) United States and at least eighteen (18) years of age or older (or the age of majority, whichever is greater) in your state of legal residence.
"Affiliate" shall mean the individual applying to or participating in the Program by displaying Italic’s products on the social media accounts owned or controlled by Affiliate, including but not limited to, Instagram, Facebook, TikTok, YouTube or blog (individually and collectively, "Affiliate's Social Platform"), using an affiliate tracking link (the "Link" defined below) in exchange for receiving a commission from Italic for sales directly resulting from such display.
"Commission Fees" shall mean the amount Affiliate will be paid for each Qualified Purchase by a Referred Customer that Affiliate refers to Italic, pursuant to the terms of this Agreement.
"Link" shall mean a unique tracking link provided by Italic to Affiliate for Affiliate's use and posting on Affiliate's Social Platform in connection with a Post.
"Post" shall mean a post, story, tweet, video or blog, as applicable, made by Affiliate on Affiliate's Social Platform, showcasing the Product and subject to the terms of this Agreement.
"Product" shall mean product available for purchase from Italic. Affiliate is solely responsible for acquiring (by purchase, borrow or otherwise) any such Product; however, from time to time, Italic may gift Product to Affiliate as determined in its sole discretion.
"Qualified Purchase" shall mean a sale of an Italic membership to a Referred Customer.
"Referred Customer" shall mean each new customer referred to the Italic site from Affiliate through a Link, that provides valid account and billing information and completes a Qualified Purchase.
(a) The Post: (i) must depict Affiliate with the Italic Product(s) or just the Italic product(s); (ii) must tag and mention in captions @Italic and #italicrep in a clear and conspicuous manner (for example, in an Instagram Post, it must appear "above the fold" within the first three (3) lines of the post or superimposed in a story); (iii) must not defame, misrepresent or disparage Italic, its business, products or brands, or any third party brands, products or services competitive to Italic and/or its business, products or brands; (iv) must reflect Affiliate's actual, honest opinions, findings, beliefs, or experiences with Italic and its business and products and will not contain any statements or representations about Company or its business and products which are not true or that is misleading or deceptive; (v) shall be Affiliate's own original work, created solely by Affiliate, and will not infringe the copyright, trademark, privacy, publicity, or other personal or proprietary rights of any person or entity; and (vi) shall not contain or reference content which is lewd, obscene, sexually explicit, pornographic, disparaging, defamatory, libelous, or otherwise illegal, offensive or inappropriate in any way.
Affiliate shall not modify the Link in any way. We will not be responsible for errors that occur in the tracking of transactions if Affiliate has made or caused any such modification.
6. COMMISSION FEE DETERMINATION; QUALIFIED PURCHASES
(a) We will pay Affiliate a Commission Fee based on the number of Qualified Purchases generated by the Link on Affiliate's Social Platform.
(b) The Commission Fee shall be in an amount equal to fifty percent (50%) for each Qualified Purchase, unless otherwise agreed between the parties in writing.
(c) A "Qualified Purchase" will not include: (i) a purchase that was completed prior to the Affiliate joining the Program or was not tracked properly through an Affiliate Link; (ii) a purchase that Italic suspects, in its sole discretion, is the result of fraud, which shall include but is not limited to, the use of software that generates real and fictitious information, multiple accounts from the same customer, or the referral of accounts that do not comply with this Agreement; or (iii) a purchase made by Affiliate through its own Affiliate Link.
(d) We reserve the right to withhold payment of Commission Fees to an Affiliate who has commissions that are potentially fraudulent as determined by us in our sole discretion, to determine the legitimacy of the Referred Customers.
We may modify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring after the date on which you accept and agree to such modifications unless you otherwise agree herein. Such modifications shall take effect when posted on Italic’s Refersion Platform. Modifications may include, but are not limited to, changes in the scope of available Commission Fees, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement, in which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification. Your continued participation in the Program following our posting of any modification on our website will constitute binding acceptance of the change.
All information disclosed by Italic to Influencer that should reasonably be understood as confidential or proprietary based on the circumstances of disclosure or the nature of the information itself is “Confidential Information.” Influencer may not disclose Confidential Information to any third party or use Confidential Information for any purpose other than performing its obligations under this Agreement, and must use reasonable efforts to protect Confidential Information from unauthorized use or disclosure.
As between Affiliate and Italic, Italic shall own all right, title and interest, including all Intellectual Property Rights, in and to the Italic Site, the Program and the Links. For the purposes of this Agreement, "Intellectual Property Rights" means copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors' rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.
We agree that you shall retain ownership rights to your Posts and you hereby grant us the perpetual, worldwide, royalty-free right and license to publish, copy, re-post, link to or otherwise use your Posts, your Social Platform handle, your name, and your image and likeness as depicted in a Post, in whole or in part, for any purposes in our discretion, in any and all mediums, without limitation, additional compensation, notice, review or approval.
11. INFLUENCER WILL NOT USE THIRD-PARTY CONTENT WITHOUT ITALIC’S WRITTEN APPROVAL.
If Influencer submits photographs or artwork created by third parties with the Influencer Content, Influencer will (a) notify Italic of the use of such third-party materials in the Influencer Content; and (b) provide written, signed releases from the photographer and/or artist at the time of submission and, where necessary, anyone who is portrayed or whose likeness appears in such photograph or artwork. If Influencer is unsure about instances where a work includes a third-party’s trademark/logo, or music, film or television clips, or a celebrity’s name, photo or image, Influencer will check with Italic.
12. INFLUENCER MAY ONLY USE ITALIC PROVIDED CONTENT FOR CAMPAIGN PURPOSES
Italic hereby grants Influencer a limited, revocable, non-exclusive, non-transferable, non-sublicensable, license to use any content or materials provided by Italic to Influencer for the sole and limited purpose of performing its obligations under this Agreement. As between Italic and Influencer, all such materials and content are and will remain the sole property of Italic. All use of Italic’s trademarks, service marks or other indicia of origin inure exclusively to the benefit of Italic.
Italic’s Liability Under This Agreement is Limited.
To the extent permitted by applicable law, under no circumstances, will (1) Italic be liable to Influencer for consequential, incidental, special, punitive, or exemplary damages arising out of or related to the subject matter contemplated under this Agreement, including lost profits or loss of business, or (2) Italic’s total liability of all kinds arising out of or related to this Agreement (including but not limited to warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the total amount paid by Italic to Influencer under this Agreement. The foregoing limitations do not apply to claims of bodily injury, death, gross negligence, or intentional misconduct (including fraud).
Italic is Entitled to a Refund and Indemnification in Certain Situations.
Italic may immediately terminate this Agreement and Influencer must refund all amounts received if: (1) Influencer brings, or in Italic’s good faith opinion, could be expected to bring, through Influencer’s acts, omissions, relationships, associations, or otherwise (whether or not directly related to the campaign), Italic into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which the campaign is directed, or which might tend to harm Italic, or any of either’s products or services, (2) Italic faces any claim or allegation from any brand, media platform, law enforcement, individual or other entity that the Influencer Content contains false or misleading claims or infringes, dilutes, misappropriates, or otherwise violates the intellectual property or proprietary rights of any person, or (3) Influencer fails to receive Italic’s written approval prior to publishing any Influencer Content or fails to remove campaign-related content from Influencer’s channels following Italic’s written request. Influencer will defend Italic from all allegations, claims and actions arising out of or relating to any of the foregoing and indemnify Italic from all costs, expenses, and liabilities incurred in connection therewith.
Influencer is an Independent Contractor and Responsible for Influencer’s Expenses
Influencer is Italic’s independent contractor. This Agreement does not create any employment, agency, partnership, or joint venture relationship between the parties. Influencer is responsible for any withholdings, taxes, agency and/or other fees due on and/or in connection with the total Compensation payable hereunder. Italic will not reimburse Influencer for any costs or expenses unless specified in the SOW, and Influencer receives written approval before incurring a specific cost or expense.
Additional Legal Terms.
This Agreement is governed by California law and all claims arising under this Agreement will be litigated exclusively in the federal or state courts in Los Angeles, California. If any provision (or portion of a provision) of this Agreement is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. This Agreement constitutes the entire agreement and supersedes any other agreement of the parties relating to its subject matter. This Agreement may only be revised or amended by a written amendment that: (1) states that it is amending this Agreement; and (2) is signed by both parties.