Updated On January 10th, 2022
This Affiliate Program (“Agreement”) is between Scheffer Designs Inc. {Shop Saffron Avenue} (“Company”), a Wisconsin Corporation, having its principal place of business at 503 Deerwood St. Holmen, WI 54636 Company and Affiliate are collectively known as the “Parties.”
This Agreement contains the complete terms and conditions that apply to your participation as an Affiliate of the Shop Saffron Avenue Program, and the establishment of hypertext links from your Website to www.shopsaffronavenue.com for the purpose of you earning Referral Fees from “Qualifying Purchases” made by third parties who have navigated from your website to www.shopsaffronavenue.com via said links.
I. Definitions: As used in this Agreement, “we”, “us”, “Saffron Avenue” or “www.shopsaffronavenue.com” means the Shop Saffron Avenue Program, of Scheffer Designs Inc. {Saffron Avenue}, and “you”, “your” or “Affiliate” means the affiliate. “Website” individually and collectively means your website and/or e-mail communications and/or software applications. “Affiliate Marketing Program” means the program managed by or on behalf of Saffron Avenue by which participating entities place links on their Website that connect to the shopsaffronavenue.com website and for which a referral fee is earned. The terms “Qualifying Purchase”, “purchase”, “sale” or “Affiliate sale” used in this Agreement mean a shopsaffronavenue.com planner, template, etc purchased by users through a hypertext link from you under this Affiliate Marketing Program. “Net Proceeds” will mean the gross proceeds received by www.shopsaffronavenue.com from Qualifying Purchases on www.shopsaffronavenue.com, less costs and expenses attributable to taxes, shipping and handling, fraud, bad debts, and duties. The terms “Referral Fee” or “commission” used in this Agreement mean moneys duly earned by, payable to, or previously paid to the Affiliate in regard to the aggregate Net Proceeds received from Qualifying Purchases made at www.shopsaffronaenue.com under the terms of this Agreement and the Affiliate Marketing Program, and acknowledged as such by www.shopsaffronavenue.com at its sole discretion. “$”, “dollar” or “dollars” mean US Dollars.
II. Term Of The Agreement: The term of this Agreement (the “Term”) will begin upon our acceptance of your application to enroll your site in the www.shopsaffronavenue.com Affiliate Marketing Program, such application signifying your acceptance of this Agreement. You will receive an email notification from us when your application has been accepted. The term shall be for a period of 12 months from said acceptance, and shall renew yearly after new agreement is accepted. Either party can give thirty (30) days notice to the other that it intends not to renew the Agreement at the end of the current term. Shop Saffron Avenue does require that you make a minimum of 12 sales for your affiliation within your 12 month term.
III. Promotion: Upon the commencement of your Affiliate Program Term, Shop Saffron Avenue will provide you with a variety of graphic design elements and textual links (the “Links” collectively, or “Link” individually) in order to link to www.shopsaffronavenue.com. You will be responsible for integrating the Links into your site, and each Link will permit website users to navigate directly to a page on the www.shopsaffronavenue.com website designated by us via a special tagged link format. You will be responsible for disclosing affiliate links that comply with the FTC Affiliate Guidelines.
IV. Intellectual Property Rights: While Shop Saffron Avenue will provide you with various graphic design elements, including the Shop Saffron Avenue logo, you understand that www.shopsaffronavenue.com hereby grants to you during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Web Sites and to use www.shopsaffronavenue.com trade names, logos, trademarks and service marks (the “www.shopsaffronavenue.com Marks”) on your site solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the www.shopsaffronavenue.com Marks will be subject to www.shopsaffronavenue.com prior written approval.
You hereby grant to www.shopsaffronavenue.com during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Websites and to use your trade names, logos, trademarks and service marks (the “Affiliate Marks”) solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform our obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the Affiliate Marks will be subject to your prior written approval.
Except as set forth above, you and we each reserve all right, title and interest in respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights). Use of the other’s marks except as set forth herein is strictly prohibited.
V. Forbidden Actions: Shop Saffron Avenue has the option of terminating this Agreement without notice if, in its sole discretion, www.shopsaffronavenue.com determines that the Affiliate has breached any or all of the following explicitly prohibited actions: (a) place the Link on a page or screen that contains content that incites, encourages, advocates or promotes discrimination or illegal activities of any kind, or (b) directly violates any FTC rules, or (c) promotes the Link in any deceptive or illegal way.
VI. Referral Fees: Shop Saffron Avenue will pay you a Referral Fee equal to15-25% of each Qualifying Purchase sold from www.shopsaffronavenue.com through your affiliate link. Shop Saffron Avenue shall track users who access www.shopsaffronavenue.com from your Affiliate link with a cookie containing your Affiliate information, which will expire in 90 days. A Qualifying Purchase made through your link will recorded in the cookie associated with that website user. You are only eligible to earn a Referral Fee on sales occurring during the Term, and commissions earned through the date of termination will remain payable only if the product orders are not canceled.
VII. Payment of Fees: Your monthly payout amount will be available on the Commissions tab of www.thrivecart.com affiliate program page. Referral fees will be paid on or about the the 30th or the 1st of the Month. Payments will not be made until the amount accrued by your Affiliate sales equal or exceed $100 in sales. No payment will be made to Affiliate for sales that result in refunds or returns and, at its own discretion, w www.shopsaffronavenue.com may elect to withhold payment for a reasonable time to ensure against cancellations or refunds. Payments shall be made in US Dollars to the account as nominated by the Affiliate in the name of the party and address provided by Affiliate. Affiliate shall be responsible for all taxes associated with the receipt of any payments.
VIII. Representations and Warranties; Limitation of Liability: Affiliate and Shop Saffron Avenue each hereby represent and warrant that: it has full power and authority to enter into this Agreement and to perform its obligations hereunder; it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement; the services to be rendered by each under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party.
www.shopsaffronavenue.comwill remain solely responsible for the operation of the www.shopsaffronavenue.com website, and you will remain solely responsible for the operation of your site. To the fullest extent permitted by law, EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT www.shopsaffronavenue.com MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. NEITHER www.shopsaffronavenue.com NOR AFFILIATE WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. www.shopsaffronavenue.com's ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATE HEREUNDER.
IX. Fulfillment and Policy: www.shopsaffronavenue.com will be solely responsible for fulfilling all orders for its products and payment processing, and customers who buy products through the Affiliate Program will be deemed customers of www.shopsaffronavenue.com. To protect the privacy of www.shopsaffronavenue.com's customers, the names of and other personally identifying information about customers will not be provided to you. All information about customers and users collected by www.shopsaffronavenue.com shall be owned solely and exclusively bywww.shopsaffronavenue.com. All rules, policies, operating procedures and information concerning customer orders and sales will apply to those customers, including our rules of privacy and confidentiality. We may change our policies and operating procedures at any time, and will notify you of any such changes.
X. Termination: Shop Saffron Avenue may modify or terminate this Agreement without cause. Please note that www.shopsaffronavenue.com reserves the right to change any of the terms and conditions in this Agreement, including the payment terms described in herein, by posting a new agreement on the thrivecart.com or via email from Shop Saffron Avenue website. www.shopsaffronavenue.com may terminate this Agreement without notice if in its sole discretion it determines that Affiliate has breached the terms and conditions of this Agreement. AFFILIATE FORFEITS ANY ACCUMULATED EARNINGS IF AGREEMENT IS TERMINATED FOR CAUSE. The Affiliate may terminate this Agreement, at any time, with or without cause, by giving at least seven days (7) days written notice of termination to www.shopsaffronavenue.com.
XI. ADDITIONAL TERMS AND CONDITIONS
A. Legal Terms. This Agreement shall be binding upon, is for the sole benefit of the Parties hereto, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties. The Parties have no right to assign this Agreement, by operation of law or otherwise. Requests, demands, and other communications under this Agreement shall be in writing, and shall be deemed duly given if sent via the Notice Provision below. If any of the provisions of this Agreement are deemed to be invalid, illegal, or unenforceable, the provisions shall remain in effect to the extent allowed by law and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The performance of any condition or obligation imposed on a party under this Agreement may be waived only in writing by you or an authorized official of Shop Saffron Avenue, and only to the extent stated in such writing. Headings and subheadings herein are for the convenience of the parties only, and no special meaning will attach to the headings. This Agreement will be deemed made in and governed by the laws of the state Wisconsin without application of its principles regarding conflicts of law. Shop Saffron Avenue shall not be responsible for its failure to perform its obligations under this Agreement caused in whole or in part by events beyond its reasonable control. The Limitation of Liability shall survive the expiration or termination of this Agreement.
B. Compliance With Law. The parties shall comply with all applicable laws in performing this agreement. Whenever there is any conflict between any provision of this Agreement and any law, the law shall prevail.
C. Amendments. The parties may amend this Agreement only by the parties’ written agreement with proper Notice.
D. Assumption of Risk. Client and related parties / participants expressly assume any risk of services and related activities as described herein.
E. Indemnification. To the extent permitted by applicable laws, both Affiliate and Company agree to defend, indemnify, and hold harmless the respective party, its owners, officers, directors, employees, affiliates, contractors, licensors, successors, or assigns from and against any and all liabilities and expense whatsoever, including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, and disbursements which any of them may incur or become obligated to pay arising out of or resulting from breach of this Agreement.
F. Merger. This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, inducements or conditions, express or implied, written or oral, between the parties. This agreement expressly supersedes any and all prior written and/or oral agreements, and the terms and conditions of this agreement cannot be modified without the express written consent of both parties. The terms and conditions of this Agreement shall be binding upon the parties, their personal representatives, successors and assigns, and may not be assigned to any third party beneficiary.
G. Force Majeure. Either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms or infestation), or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.
H. Notice. Parties shall provide effective notice (“Notice”) to each other via either of the following methods of delivery at the date and time which the Notice is sent:
BY JOINING THE PROGRAM YOU GREE TO THESE TERMS
