IMPORTANT: Please read the following carefully before you agree to participate in the Shimmer & Stone affiliate program. Your participation in the Shimmer & Stone affiliate program is conditioned upon your acceptance of all terms and conditions detailed in this agreement and those set forth in the Shareasale.com "Affiliate Service Agreement". By joining the Shimmer & Stone affiliate program, you are entering into a legal agreement with Shimmer & Stone Inc., whereby you are indicating your acceptance of the terms and conditions detailed as follows and you furthermore agree to be bound by the terms and conditions of this agreement.

 

Definition of Terms Used

Defined terms in this Affiliate Program Agreement include the following:

  1. "You" or "your" which shall mean you, the applicant applying to participate in the program, and upon our acceptance of your application, the Affiliate.
  2. "We" or "us" or "our" shall mean Shimmer & Stone.
  3. "Our web site" shall mean the Shimmer & Stone Web site currently located at www.shimmerandstone.com.
  4. "Your web site" shall mean the web site from which you will link to our web site (www.shimmerandstone.com).
  5. "Affiliate" shall mean a party accepted as a member of the Shimmer & Stone Affiliate Program.
  6. "User" shall mean a customer who links from your web site to our web site.
  7. "Products" shall mean any merchandise offered for sale by us on our web site.
  8. "Affiliate Site" shall mean an Affiliate web site that has been accepted as an Affiliate Partner of Shimmer & Stone.
  9. "Link" or "Links" shall mean banner advertisements, buttons, data feeds, storefronts, search boxes, links or text links that link to the Shimmer & Stone home page or other specific pages of the Shimmer & Stone web site.
 

Program Enrollment

There are no membership fees to join the Shimmer & Stone affiliate program. To begin the enrolment process you must complete the Shimmer & Stone online application through Shareasale.com and accept the terms and conditions of this agreement and those set by Shareasale.com "Affiliate Service Agreement". We will review your application in good faith and in a in a timely manner inform you via email whether or not you have been accepted as an affiliate partner. Shimmer & Stone reserves the right to accept or reject prospective or current affiliate partners at our sole discretion. We may reject your application if we determine that your promotional techniques or web site is inappropriate or objectionable. Web sites that are objectionable or inappropriate include those that:

  • Are unavailable for open access or are under construction
  • Are visually and aesthetically unpleasing
  • Contain any sort of hate/violent/ sexually explicit/ offensive content.
  • Promote drug use, cigarette smoking or excessive drinking.
  • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • Use "Shimmer and Stone Inc", variations or misspellings in it's domain names.
  • Incorporates materials that infringe on copyright, trademark or other intellectual property rights.

If your application is temporarily rejected you may not participate in the Affiliate program but may re-apply to be an Affiliate at any time. If your site is permanently rejected you may not re-apply to the Affiliate program. If your application and web site is accepted you will be eligible to use affiliate links to Shimmer & Stone on your web site. We reserve the right to review affiliate applications after acceptance and remove an affiliate from the program at any time for any reason.

 

Linking Requirements and Use

  • When you become an Affiliate partner of the Shimmer & Stone Affiliate Program you will be provided with links and banner ads containing Links through the Shareasale.com interface that will allow users from your web site and/or email to be directed to product pages on our web site.
  • As an affiliate you may place these Links anywhere on your web site/s and promotional non-spam email messages at your discretion.
  • Placing links in SPAM email blasts is strictly prohibited by the terms of this agreement and those stated in the "Affiliate Service Agreement" through Shareasale.com.
  • As an Affiliate, you may not artificially inflate traffic counts to Shimmer & Stone's web site, using any device, program, robot or other means, including but not limited to JavaScript pop up windows and redirects.
  • No Link or Links on your web site shall in any way modify the look, feel or functionality of our Web site.
  • Link placement and usage is also subject to the restrictions set forth in the Shareasale.com "Affiliate Service Agreement".
  • Any violation of these linking restrictions and terms of use will result in the termination of the Affiliate partnership and voided commissions paid through Shareasale.com.
  • You are responsible of the management of all the content, Links and activities conducted on your web site and we disclaim all liabilities related to such matters.
  • In becoming an Affiliate partner with Shimmer & Stone, you agree to indemnify Shimmer & Stone Inc., and hold us harmless (as well as our employees, officers, agents,directors, and affiliated entities) from all liabilities, claims, damages, and expenses (including and not limited to attorney's fees) relating to the development, operation, maintenance, activities, contents and links of your web site.
  • We reserve the right to monitor your web site at any time to make certain that you are in compliance with the terms and conditions of this Agreement.
 

Promotional Licenses

Non-Exclusive, Limited Licence to Shimmer & Stone Logo, Product Images and Trademarks:

You agree to display Shimmer & Stone logo and product images on your web site or other promotional location under a non-exclusive, non-transferable, revocable limited license of use granted by Shimmer & Stone as a member of our Affiliate program. You agree that such license is limited. All rights, title, ownership and interest in image and trademark assets shall remain with Shimmer & Stone Inc at all times. You agree that any benefits and goodwill arising from your use of the Licensed Trademarks shall inure solely to our benefit. You agree that you shall not engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the image and/or reputation of Shimmer & Stone Inc. You also agree that you shall not use the Licensed creative assets and trademarks in any manner that is disparaging or that otherwise portrays Shimmer & Stone in a negative light. We reserve all of our rights in the Licensed Assets and Trademarks and all other intellectual property rights. You shall obtain no rights to the Licensed Trademarks in the event of the termination of this Affiliate partner Agreement. You shall further not create, publish, distribute or permit any written materials that make reference to us, without first submitting such material to us for review and receiving our written consent. We may revoke your license at any time.

Non-Exclusive, Limited Licence to Affiliate Logo, Product Images and Trademarks:

You grant us a non-exclusive license to utilize your names, titles, logos, trademarks and URL's to advertise, market, promote and publicize in any manner our rights hereunder; provided, however, we shall not be required to advertise, market, promote or publicize your Web site. You hereby represent and warrant that you are the sole and exclusive owner of the Logo's, Product Images and Trademarks and have the right and power to grant us the license to use the same contemplated in this Agreement and that such grant does not and will not (a) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you or (b) infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement.

Use of Shimmer & Stone Display URL's and Trademark Terms on Third-Party Web Sites:

As an Affiliate Partner of Shimmer & Stone you agree not to bid on merchant trademarks or variations thereof, including, but not limited to: Shimmer and Stone, ShimmerAndStone, Shimmer Stone, or shimmerandstone.com, within any and all pay-for-placement, paid inclusion and other search engines. In addition, as an Affiliate you may not claim to be Shimmer & Stone Inc. including and not limited to the use of shimmerandstone.com or www.shimmerandstone.com as a display URL in any pay-for-placement, paid inclusion or other search engines, and must clearly state the nature of the Affiliate relationship. Affiliates violating this policy may be terminated without notice and forfeit all outstanding and future referral commissions.

 

Unsolicited Commercial E-mail (SPAM)

As an Affiliate partner you understand that the use of unsolicited commercial e-mail ("SPAM") by Affiliates of Shimmer & Stone is absolutely prohibited. Your participation in the Shimmer & Stone Affiliate program constitutes your specific and unconditional agreement to abide this anti-spam policy. Proper e-mail solicitation, however, can be an important means of advertising your site and your relationship with Shimmer & Stone. The following rules represent best practices, which are permitted under this agreement:

  • If an "opt-In" system exists for your line of business and target market, you may use it. (Opt-In systems are those where the user specifically requests to be placed on a mailing list).
  • You may generate your own opt-In list through forms on your web site, as long as you disclose that users will receive e-mailings from you.
  • Use of "opt-out" systems are strictly prohibited.
  • Use of any lists, whether purchased or created, compiled by means of automated tools are not permitted. This includes, for example, lists developed by scanning UseNet, e-mail archives, or Web pages for e-mail addresses, regardless of whether the scan was "targeted."
  • You must use valid e-mail headers at all times.
  • You must give the Web address of the opt-in system used and tell the user receiving your mail that such e-mails can be stopped by visiting that opt-in site.
  • If anyone contacts you and asks to be removed from your list you will do so within 96 hours and send an e-mail acknowledging the removal.

Violation of these rules will result in the suspension or termination of your Affiliate relationship with Shimmer & Stone including the forfeiture of any commissions from the date of the offending e-mailing.

 

Commissions and Payment Schedule

In compliance with the conditions as follows the commission structure of the Shimmer & Stone Affiliate program is TEN percent (10%) on all approved orders (jewelry and accessory items). At our sole discretion we may increase or decrease the revenue share percentage at any time.

Payment of referral commissions to you will be made through Shareasale.com and will be done so on a monthly schedule set forth in their "Affiliate Service Agreement". We will have no obligation to pay any referral commission fees on orders that have been (a) cancelled or returned (b) identified as fraudulent (c) placed after the termination of this Agreement.

You are ineligible for commission fees if:

  1. A user comes to our web site through your web site but purchases using a "discount code", "reference code" or "coupon code" that discounts their purchase that has not been provided directly to you for use by our Affiliate manager or through the Shareasale.com interface.
  2. A user comes to the Shimmer & Stone web site through your web site and then returns after 90 days by entering our URL directly, then you will not receive a commission on any sales generated from that visit.
  3. A user cannot be tracked or located for any reason through our ordering system.
  4. A user has prevented cookies from being save on his or her computer's hard drive.
  5. If a sale referred from your website has been cancelled by the customer.
  6. If a sale referred from your website prove to be fraudulent.
 

Affiliate Representations and Warranties

You hereby represent and warrant to Shimmer & Stone inc. that this Affiliate Agreement has been duly executed and validly approved by your authorized agent and that this Agreement has been validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms and that the execution, delivery and performance of this Agreement are within your legal capacity and power, have been duly authorized by all requisite action on your part, require the approval or consent of no other persons and neither violate nor constitute a default under the provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or the terms of any other agreement, document or instrument applicable to you or binding upon you.

 

Limitations on Liability

We will have no liability of any sort arising from any interruptions or errors in our Web site.

WE WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOST REVENUES, DATA OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

Further, our aggregate liability arising under or with respect to this Agreement or the Affiliate Program shall in no event exceed the total amount of Referral Fees and Commissions paid or payable by us to you under this Agreement.

 

Warranty Disclaimers

WE HEREBY DISCLAIM, AND YOU HEREBY RELEASE US, FROM ANY AND ALL LIABILITY FOR DOWN TIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS AND/OR OUR WEB SITE LIMITING THE FOREGOING, THE LINKS, THE LICENSED TRADEMARKS ARE PROVIDED TO YOU "AS IS" WITHOUT ANY WARRANTY OR ANY KIND. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH REGARD TO THE AFFILIATE PROGRAM OR ANY PRODUCTS, EXPRESS OR IMPLIED, STATUTORY, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT OUR WEB SITE OR PRODUCTS WILL BE ERROR FREE, FUNCTION WITHOUT INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED. IF AS A MATTER OF LAW WE MAY NOT DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW.

 

Indemnification

You hereby agree to indemnify, defend and hold harmless Shimmer & Stone Inc. (including all our stockholders, officers, directors, employees, agents, affiliates, successors and assigns) from and against any and all claims, losses, liabilities, damages or expenses (including attorneys' fees) of any nature whatsoever incurred or suffered by us (the "Damages") insofar as such Damages (or actions in respect thereof) arise out of or are based upon (a) any claim or threatened claim that our use of the Affiliate Trademarks infringes on the rights of any third party, (b) the breach of any representation or warranty or covenant made by you in this Agreement or (c) or any claim related to your Web site.

 

Agreement Terms

The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. You are only eligible to earn commission referral fee payment(s) on sales occurring during the term, and referral fee payment(s) earned through the date of termination will remain payable only if the related Shimmer & Stone product orders are not canceled or returned.

 

Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

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