AFFILIATE PROGRAM AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DENE ADAMS,LLC. (WWW.DENEADAMS.COM)

BY SUBMITTING THE ONLINE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. OVERVIEW

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Dene Adams’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your internet channels and deneadams.com. Please note that throughout this Agreement, "we," "us," and "our" refer to Dene Adams, and "you," "your," and "yours" refer to the affiliate.

2. AFFILIATE OBLIGATIONS

2.1. To begin the enrollment process, you will complete and submit the online application at www.deneadams.com/pages/affiliate-program. Once this is submitted you will receive a link to create your Affiliate account through our third-party app Refersion. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion.

Dene Adams® prohibits the display or marketing of its products in any way that degrades the Dene Adams® brand as a family-friendly company. The brand ambassador agrees to maintain this brand integrity wherever and however it markets Dene Adams® products, including but not limited to photographic images, illustrations, displays, and live or filmed promotions. The use of nudity or partial nudity is strictly prohibited. Dene Adams® lingerie pieces should be displayed and marketed with modesty, and should represent both men and women in a family-friendly and respectful way. I agree to not post any of the following:

2.1.1. Promotes sexually explicit materials 
2.1.2. Promotes violence 
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities 
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law 
2.1.6. Includes "Dene Adams" or variations or misspellings thereof in its domain name 
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion. 
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program. 
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Dene Adams or any other affiliated business.

2.2. As a member of Dene Adams Affiliate Program, you will have access to the Affiliate Account. Here you will be able to review our Program’s details and previously-published affiliate information, download HTML code (that provides for links to web pages within the deneadams.com web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.

2.3. Dene Adams reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

2.6 For affiliates given FREE holsters only: I agree to post a minimum of one photo/”selfie” to one or more of my social media accounts such as Instagram, Facebook, Pinterest, Tumbler, YouTube or Twitter- whichever account(s) has the largest following once a week. By posting images, I agree to grant Dene Adams® permission to use images on any marketing and advertising they do. 

2.7 Free or discounted Dene Adams® merchandise cannot be resold as “NEW” and is not redeemable for cash value. Exchange policy found at deneadams.com will apply based on product availability and demand.

2.8 Dene Adams® understands that you may be an affiliate for competing companies. I agree to not post photos, tags, or references of a competitive holster in the same post or image as my Dene Adams® holsters.  

2.9 I understand that to be in compliance with FTC regulations I must let my social media followers know I am an affiliate for Dene Adams and receive commission. This must be done in every social media post tagging Dene Adams or using a Dene Adams product and must be made very obvious to my followers. This can be done by saying in your post: “AD”, “Sponsored Post”, “Affiliate Post”, etc. I understand it is my sole responsibility to understand all the FTC regulations when it comes to me being an affiliate.

2.10 I understand that I am responsible for owning a Dene Adams® holster to use for marketing and that it must be an item that is available for purchase from deneadams.com.  

3. DENE ADAMS RIGHTS AND OBLIGATIONS

3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Dene Adams Affiliate Program.

3.2. Dene Adams reserves the right to terminate this Agreement and your participation in the Dene Adams Affiliate Program immediately and without notice to you should you commit fraud in your use of the Dene Adams Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Dene Adams shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

4. TERMINATION

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

If the Affiliate terminates the agreement, no further commissions from Dene Adams will be paid for any past or future customer transactions.

If Dene Adams chooses to terminate the agreement, any balance greater than $25 USD will be paid to the affiliate within 60 days of termination. Balances that are smaller than $25 will be forfeited.

5. MODIFICATION

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Dene Adams Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Dene Adams’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. COMMISSIONS

For a sale to generate a commission to an Affiliate, the customer must complete the online order form and remit full payment for the product. Commissions will only be paid on sales that are made when the customer clicks through qualified, correctly structured Affiliate links. Properly coded links are the sole responsibility of the affiliate. Commissions can be viewed on the Affiliate Dashboard.

Affiliates are on a one-time payment option, they will receive a commission for each new order placed with their Affiliate link.

7. REFUNDS

In the event a customer requests a refund for a transaction for which the Affiliate has earned commissions, any commissions earned on the refund amount will be deducted from the Affiliate’s balance.

8. PAYMENT

Dene Adams uses a third party to handle all of the tracking and payment. The commission will be paid quarterly. Payments will generally be paid out via PayPal.

9. ACCESS TO AFFILIATE ACCOUNT DASHBOARD

You will create an account so that you may enter Dene Adams’s secure affiliate account dashboard.
From this site you will be able to receive your reports that will describe our calculation of the commissions due to you.

Site to sign up and access your account is https://deneadams.refersion.com.

10. PROMOTION RESTRICTIONS

10.1. You are free to promote your own web sites, but naturally any promotion that mentions Dene Adams could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Dene Adams. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Dene Adams so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. At all times, you must clearly represent yourself and your web sites as independent from Dene Adams. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Dene Adams Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

10.2. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Dene Adams’s site (i.e., no page from our site or any deneadams.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open deneadams.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

11. GRANT OF LICENSES

11.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Dene Adams Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Dene Adams and the good will associated therewith will inure to the sole benefit of Dene Adams.

11.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

12. DISCLAIMER

DENEADAMS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING DENEADAMS.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF DENEADAMS.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. 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.

13. REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

13.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

13.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

13.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

14. LIMITATIONS OF LIABILITY

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL DENEADAMS.COM'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

15. INDEMNIFICATION

You hereby agree to indemnify and hold harmless DENEADAMS.com, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

16. CONFIDENTIALITY

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

17. MISCELLANEOUS

17.1. I understand I am an independent contractor. I am not an employee, agent, partner or franchisee of, or joint venture of the company. I cannot act on behalf, represent or execute any contracts on behalf of the company. As an independent contractor, I am responsible for all self-employment taxes, income taxes, and other filings required by law and I am not covered by any state unemployment or worker compensation act. I will not be treated as an employee with respect to the agreement for federal, state or local tax purposes or otherwise.

17.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

17.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Missouri without regard to the conflicts of laws and principles thereof.

17.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

17.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

17.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.