Affiliate Agreement
The Enrollment
Agreement After Acceptance
The following terms and conditions will be effective if and only if AB Cosmetica, LLC accepts your application. By applying to be a AB Cosmetica, LLC Affiliate, you agree to be bound and abide by such terms and conditions.
1. Links on Your Site. To permit accurate tracking, reporting, and referral fee accrual, we will give you access to the Special Links to be used in all links between your Site and our Site. You must ensure that each of the links between your Site and our Site properly uses such special link formats. We will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
2. Order Processing. We will process product orders placed by customers who follow Special Links from your Site to our Site. We reserve the right to reject orders that do not comply with any and all requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. Goaffpro will track sales made to customers who purchase products using Special Links from your Site to our Site and will be solely responsible for making available to you reports summarizing this sales activity through Goaffpro. The form, content, and frequency of the reports may vary from time to time at our discretion. You hereby agree not to disclose the information contained in these reports to any third party without prior written consent from AB Cosmetica, LLC.
3. Referral Fees. We will pay you referral fees on certain product sales to customers. For a product sale to be eligible to earn a referral fee, the customer must follow a Special Link from your Site to our Site, select and purchase the product using our online ordering system, accept delivery of the product at the shipping destination, and remit full payment to us (“Qualifying Purchase”). We will not, however, pay referral or other fees on any products that are subsequently purchased after the customer has reentered the myabcosmetica.com/professionals Site other than through a Special Link from your Site, even if the customer previously followed a Special Link from your Site to the myabcosmetica.com/professionals Site. Purchases of AB Cosmetica Gift cards are not eligible to earn referral fees.
You may not purchase products during sessions initiated through the Special Links on your Site for your own use, resale, or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives or associates in any manner. (Affiliates get their own special discount code thru Goaffpro for AB Cosmetica products for their own use.)
4. Referral Fee Schedule. You agree and acknowledge that the referral fees you earn pursuant to Section 3 will be in amounts established by us and posted on the Goaffpro Site together with the application materials. The Referral Fee Schedule is incorporated into this Agreement by reference. We reserve the right to modify the Referral Fee Schedule at any time in our sole discretion upon prior notice to you. Referral fees shall be limited to a maximum of 10% per item unless otherwise provided in the Referral Fee Schedule.
The referral fees shall be calculated as a percentage of “qualifying revenues,” which are revenues derived by us from Qualifying Purchases, excluding revenues derived from and costs associated with shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, bad debt, and promotional discounts as advertised.
5. Referral Fee Payment. We will pay referral fees on a monthly basis. Approximately 45 days following the end of each calendar month, Goaffpro will process the payment thru Paypal or Direct deposit for the referral fees earned on net sales of products that were shipped during that month, less any taxes that we are required by law to withhold. However, if the referral fees payable to you for any calendar month are less than $25, we will hold those referral fees until the total amount due is at least $25 or until this Agreement is terminated. If a product that generated a referral fee is returned by the customer, we will deduct the corresponding referral fee from your next monthly payment. If there is no subsequent payment, we will send you a bill for the returned product referral fee.
6. Policies and Pricing. Customers who buy products through this Program will be deemed to be our customers. Accordingly, all AB Cosmetica, LLC, rules, policies, and operating procedures concerning customer orders, customer service, and product sales 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 products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
7. Customer and Sales Information. We will own all rights, titles, and interests (including all intellectual property rights) in and to all information that is created or collected in connection with this Agreement, including, without limitation, (a) any contact information collected from any customer who enters the myabcosmetica.com/professionals Site from a link from your Site (“Affiliate Customers”) and (b) any information regarding click-through rates or product purchases by Affiliate Customers (“Sales Information”). Subject to the terms and conditions of this Agreement, myabcosmetica.com/professionals grants you a limited worldwide, non-exclusive royalty-free license to use the Sales Information to the extent necessary to fulfill your obligations under this Agreement or for your internal research purposes. You agree not to disclose any Sales Information or Affiliate Customer contact information to any third party without AB Cosmetica, LLC, prior written approval. You agree not to send Affiliate Customers email communications promoting your Site as an affiliate of AB Cosmetica, LLC, or otherwise unless granted previous approval by AB Cosmetica, LLC. You agree to maintain and adhere to Your privacy policy, as posted and updated on your site.
8. Responsibility for Your Site. You are solely responsible for the development, operation and maintenance of your Site and for all materials that appear on your Site, including, but not limited to (a) the Special Links; (b) ensuring all banners, text links, individual product links and search box ads (hereinafter the “Creatives”) are up to date; (c) ensuring all Creatives work effectively and link directly to myabcosmetica.com/professionals, unless your Site requires otherwise; (d) the accuracy and appropriateness of materials posted on your Site (including but not limited to all product-related materials), (e) ensuring that materials posted on your Site do not violate or infringe upon the rights of any third party (including, but not limited to, copyrights, trademarks, privacy or other personal or proprietary rights); (f) ensuring that materials posted on your Site are not libelous or unlawful, or do not violate any provision of this Agreement, and (g) compliance with all applicable national, state, regional and local laws and regulations.
We disclaim all liability for the matters stated in this Section. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees) relating to the content development, operation, maintenance, and contents of your Site or any breach of your obligations under this Agreement.
9. You may not use the myabcosmetica.com name, or any variation thereof, in any manner not expressly authorized by this Agreement. In particular, you may NOT post AB Cosmetica, LLC sales, promotions, or coupons on your site without our prior written consent; you may NOT create sub-affiliate accounts under the original approved affiliate account unless each such sub-account is approved and reviewed by AB Cosmetica, LLC.
10. Term of the Agreement; Termination. The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either of us. Either you or AB Cosmetica, LLC, may terminate this Agreement at any time and for any reason, with or without cause, by giving the other party written or electronic notice of termination. If you don’t generate at least 50 click-throughs or at least one sale per month through affiliate links, you may be removed from the program. You are only eligible to earn referral fees on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon termination of this Agreement, (a) all licenses hereunder shall terminate, (b) you will immediately remove any links, AB Cosmetica, LLC intellectual property, or brand features from your Site, (c) AB Cosmetica, LLC shall immediately remove any of your logos, marks, and brand features from the myabcosmetica.com/professionals site, and (d) Sections 4 through 20 will survive such termination. AB Cosmetica, LLC may withhold referral fees at termination if AB Cosmetica, LLC, in its sole discretion, believes explicit provisions of this Agreement have been breached and such referral fees were earned in violation of this Agreement. In addition to the right to terminate this Agreement, AB Cosmetica, LLC shall be entitled, in addition to any and all remedies of law, to seek damages for breach of this agreement, including, injunctive relief, punitive damages, and/or refund of the fees and other payments made pursuant to the terms of this agreement.
11. Modification. We reserve the right to change or modify the terms and conditions contained in this Agreement, at any time and at our sole discretion. Any changes or modifications will be effective upon posting the revisions and notice of such changes to the Site. AB Cosmetica, LLC may deliver notice by any of the following methods: (a) by posting a change notice or a new agreement on the Goaffpro Site; (b) by changing the date of this Agreement on the Goaffpro Site; or (c) by giving you notice of the change or modification through the Goaffpro marketing. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
12. Relationship of Parties. Both of us are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. 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.
13. Limitation of Liability. We will not be liable for indirect, special, or consequential damages arising in connection with this Agreement, the Program, or Goaffpro, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement. All claims made hereunder by you against us shall be made within 120 days of the act or omission, which forms the basis of such claims.
14. Disclaimers. We make no express or implied warranties or representations with respect to Goaffpro, the Program, or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a 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 or termination of any services, products, or this Agreement.
15. Independent Investigation. You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with your website.
16. Assignment and Successors. 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.
17. Scope of Agreement. This Agreement and the Referral Fee Schedule constitutes the entire agreement and understanding between us with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between us.
18. Attorneys’ Fees. In the event any action is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts such party shall be entitled to receive from the other party, shall be entitled to receive its reasonable attorneys’ fees and costs incurred in bringing such action.
19. Notices. Any notices required or permitted by this Agreement shall be delivered to the other party through the Goaffpro Network. Notice shall be deemed given one business day after such notice was sent via the Goaffpro Network by the sending party.
20. Waiver. 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 provision or any other provision of this Agreement. The failure of either party to enforce any right or remedy shall not be deemed a waiver of said right or remedy.