Affiliate Agreement

This Agreement contains the complete terms and conditions that apply to your participation as an Affiliate of the bradleyallen.com Affiliate Marketing Program, and the establishment of hypertext links from your Website to www.bradleyallen.com for the purpose of you earning Referral Fees from Qualifying Purchases made by third parties who have navigated from your website to www.bradleyallen.com via said hypertext links.

1. Definitions

As used in this Agreement,

“we”, “us”, “Bradley Allen” or “bradleyallen.com” means Bradley Allen Apparel Company, Bradley Allen’s Affiliate Program, and bradleyallen.com, 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 Bradley Allen by which participating entities place links on their Website that connect to the bradleyallen.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 Bradley Allen paid purchase by users during a visit to bradleyallen.com following navigation to the designated URL on bradleyallen.com through a hypertext link from you under this Affiliate Marketing Program.

“Net Proceeds” will mean the gross proceeds received by Bradley Allen from Qualifying Purchases on bradleyallen.com, less costs and expenses attributable to taxes, shipping and handling, fraud, bad debts, and duties.

The terms “Referral Fee” or “commission” or “compensation” 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 bradleyallen.com under the terms of this Agreement and the Affiliate Marketing Program, and acknowledged as such by Bradley Allen at its sole discretion.

“$”, “dollar” or “dollars” mean US Dollars.

2. Term Of The Agreement

The term of this Agreement (the “Term”) will begin upon our acceptance of your application to enroll in the Bradley
Allen Affiliate Marketing Program, such application signifying your acceptance of this Agreement.

The term shall be for a period of one (1) year from said acceptance, and shall automatically renew for successive one (1) year terms unless either Party gives fourteen (14) days notice to the other that it intends not to renew the Agreement at the end of the current term.

3. Promotion

Bradley Allen will make available to you, or you will create, subject to our approval, a variety of graphic and textual links (the “Links” collectively, or “Link” individually) in order to link to bradleyallen.com. You and we will cooperate in good faith to develop and implement such Links. Each Link will permit recipients to navigate directly to a page on the Bradley Allen website designated by us via a special tagged link format.

You will be responsible for integrating the Links into your site to properly enable sales tracking, and we will not be responsible for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to
you under this Agreement.

4. Forbidden Actions

This Agreement will be terminated without notice if, in its sole discretion, Bradley Allen determines that the Affiliate has breached any or all of the following explicitly prohibited actions. THE AFFILIATE WILL FORFEIT ANY ACCUMULATED EARNINGS IF THE AGREEMENT IS TERMINATED UNDER THIS PROVISION.

Click Fraud: Affiliate shall not, either directly or indirectly, act, encourage or require users to click on links to bradleyallen.com and/or generate clicks or orders through any means that could be reasonably interpreted as coerceive, incentivized, misleading, malicious, or otherwise fraudulent.

Inappropriate Content: No Link will be placed on any page or screen that contains content that: incites, encourages, advocates or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; incites, encourages, advocates or promotes illegal activities including, but not limited to, violence against persons or property, terrorism, armed insurrection, piracy or treason; incites, encourages, advocates or promotes the sexual abuse or exploitation of children and minors; violates the intellectual property rights of third parties; or contains or promotes deceptive information.

Own Purchases: Affiliate shall not use their own affiliate link in order to receive commissions on their own purchases.

Fraud: Fraud is a serious offense, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually “refreshing” of pages, for the sole purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN MEMBERSHIP TERMINATION AND VOIDED COMMISSIONS.

Spam: You cannot SPAM. You cannot SPAM. You cannot SPAM. We will terminate your account on the first offense of SPAMMING. Do not send email to lists or groups that you do not have permission to send to. We cannot stress this enough, we WILL terminate your account on the first offense.

NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks etc. are NOT allowed.

NOT ALLOWED: Any placement of creative in a “Desktop” advertising scheme. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form. NOT ALLOWED: Any display of a merchant window that isn’t the result of a direct click by the end-user.

Failure to abide by these rules could mean complete termination from Bradley Allen’s Affiliate program with a complete forfeit of commissions.

5. Accepted Use

You represent to Bradley Allen that all content You provide to the Service is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual’s or organization’s rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as an Affiliate of the Service any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As Bradley Allen may not review all information provided by You, You shall remain solely responsible for Your content and Web site. As an Affiliate, You may not artificially inflate traffic counts to Merchant site(s) using any device, program, robot or other means, including but not limited to JavaScript pop-up windows and redirects. You may not click on Your own banners and/or links or submit multiple leads to Your Merchant partners.

Links may not be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chatrooms or guestbooks. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales, leads, or clicks to the related Merchant for that Link.

Points or reward programs for click or lead programs are NOT allowed. BRADLEY ALLEN RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF BRADLEY ALLEN. If You are terminated from the Service, Bradley Allen has the right to withhold money You earned within the Service or money that You owe within the Service and You will not be allowed to re-join Bradley Allen’s Affiliate Program.

6. Registration

To sign up as an Affiliate of Bradley Allen and to use the Service as an Affiliate Partner you must be at least 18 (eighteen) years of age, and supply a valid tax-id, which may be your social security number for individuals, or a federal tax-id for corporations or
entities.

THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE AS A BRADLEY ALLEN AFFILIATE: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING, and HACKING SITES. As part of the registration process, You will select a username and password combination that You use to access Your Affiliate area within the Service. You shall provide Bradley Allen with accurate, complete and updated registration information. You may not
select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that Bradley Allen may rely on any data, notice, instruction or request furnished to Bradley Allen by You which is reasonably believed by Bradley Allen to be genuine and to have been sent or presented by a person reasonably believed by Bradley Allen to be authorized to act on Your behalf. You shall notify Bradley Allen by e-mail at brad@bradleyallen.com of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or
unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by Bradley Allen and referral to the appropriate law enforcement agencies.

7. Referral Fees

Bradley Allen will pay you a referral fee (commission) between 10%-20% based on the net proceeds of a thirty (30) day sales volume received from Qualifying Purchases made at bradleyallen.com.

8. Reporting

Payments hereunder will be in accordance with reports made available on the Bradley Allen website of Qualifying Purchase for which Referral Fees are payable.

Bradley Allen shall track users who access bradleyallen.com from the Affiliate’s website via an affiliate link with a cookie containing the Affiliate’s identification, and that expires in thirty 30 days following said visit. The cookie containing the Affiliate identification will be replaced with the cookie of another affiliate if the user subsequently accesses bradleyallen.com from the link of the other affiliate. A Qualifying Purchase made prior to the expiration of the cookie will be attributed to the Affiliate link provider whose Affiliate identification is 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.

9. Payments

Referral fees will be paid on or about the 15th of each month. If during any calendar month referral fees do not exceed five dollars ($5.00), then you may not receive payments until the following calendar month during which your aggregate referrals fees equal or exceed said amount or until the termination of this agreement, whichever occurs earlier.

No payment will be made to Affiliate for sales that result in refunds or returns and, at its own discretion, Bradley Allen may elect to withhold payment for a reasonable time to ensure against cancellations or refunds.

Payments shall be made in US Dollars to the PayPal 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.

10. Representations and Warranties; Limitation of Liability

Each of us hereby represents and warrants that:

  1. It has full power and authority to enter into this Agreement and to perform its obligations hereunder;
  2. It has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement;
  3. The services to be rendered by each of us under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party.

Bradley Allen will remain solely responsible for the operation of the Bradley Allen website, and you will remain solely responsible for the operation of your site. Each party acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control subject to the specific terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site or service.

EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT bradleyallen.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 BRADLEY ALLEN 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. BRADLEY ALLEN’S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATE HEREUNDER.

11. Fulfillment and Policy

Bradley Allen will be solely responsible for fulfilling all orders for its products and payment processing,
and customers who buy products through the Affiliate Marketing Program will be deemed customers of Bradley Allen.

To protect the privacy of Bradley Allen’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 Bradley Allen shall be owned solely and exclusively by Bradley Allen.

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, without notice.

12. Intellectual Property Rights

Bradley Allen 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 Bradley Allen’s trade names, logos, trademarks and service marks (the “Bradley Allen 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 Bradley Allen Marks will be subject to Bradley Allen’s prior written approval.

You hereby grant to Bradley Allen 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.

Bradley Allen may immediately terminate Your license to use the marks if Bradley Allen reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by Bradley Allen. You will not
challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge Bradley Allen’s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of Bradley Allen.

13. Confidential Information

Affiliate acknowledges that by reason of its relationship to Bradley Allen hereunder it will have access to certain information and materials concerning the Bradley Allen’s business, plans, customers, technology, products and services that are confidential and of substantial value to Bradley Allen, which value would be impaired if such information were disclosed to third parties, including without limitation any information or materials that Bradley Allen designates as confidential at the time of disclosure or that the affiliate reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. Affiliate shall disclose any such confidential information revealed to it by Bradley Allen only to such of its officers, employees, contractors, and agents as have a need to know such confidential information in connection with the performance of its rights and obligations under this Agreement. Affiliate shall not use in any way for its own account or the account of any third party, nor disclose to any third party any such confidential information. Affiliate shall take every reasonable precaution to protect the confidentiality of such information. Upon request by the affiliate, Bradley Allen shall advise whether or not it considers any particular information or materials to be confidential.

14. Indemnification

We agree to indemnify, defend and hold harmless you and your affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the
operation of our site, a breach of our obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials provided by us for display on your site.

You agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the
operation of your site, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials of your site.

15. General Provisions

  1. You and we will each monitor and periodically test the general availability and operation of our respective Website.
  2. You and we are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between you and us.
  3. In its performance of this Agreement and in the operation each party’s respective Websites, you and we each will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, you and we each will pay, collect and remit such taxes as may be imposed with respect to any compensation, royalties or transactions under this Agreement.
  4. Neither you or we will be considered to be in breach of, or default under, this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written to the other and will use commercially reasonable efforts to minimize the impact of the event.
  5. You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
  6. The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
  7. This Agreement represents the entire Agreement between you and us with respect to the subject matter hereof and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.
  8. If any provision of this Agreement will be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement will not be affected and will remain in full force and effect.

16. Termination

Termination Without Cause: Bradley Allen may modify or terminate this Agreement without cause. Please note that Bradley Allen reserves the right to change any of the terms and conditions in this Agreement, including the payment terms described herein, by posting a new agreement on the Bradley Allen website.

Termination For Cause: Bradley Allen 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 thirty (30) days written notice of termination to brad@bradleyallen.com.

17. Jurisdiction

This Agreement has been made in and shall be construed and enforced in accordance with the laws of Denver, Colorado. Any action to arising hereunder will be brought in the federal or state courts, located in Denver, Colorado.

18. Service Of Notices

Any notices under this agreement will be given in writing. Notices may be given by electronic mail to brad@bradleyallen.com and will be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Notices sent via traditional means will be sent via certified mail, return receipt requested, to Bradley Allen, Affiliate Marketing Program, 2590 Walnut St. Denver, CO 80205.