This Lorals Affiliate Program Agreement (the "Agreement") contains the complete terms and conditions between Brazen Goods Inc. ("the Company, “us", "we" or "Lorals") and you (“you,” “the Affiliate” or “the Affiliate”) regarding your application to and participation in the Lorals Affiliate Program (the "Program").
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, ACCEPT THIS AGREEMENT WITHOUT CHANGE, AND AGREE TO BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS.
Applicants must have an active PayPal account, and have an active online presence. The Company reserves the sole authority to accept or reject any application.
An application may be rejected if it is incomplete and/or if the applicant’s website or social media accounts promote any of the following: violence; discrimination based on race, sex, religion, nationality, disability, sexual orientation, gender identity, or age; hate speech; and/or illegal activities.
DESCRIPTION OF THE PROGRAM
Applicants accepted into the Lorals Affiliate Program will be provided with a unique link. The link can be used on the Affiliate’s websites, social media platforms or emails. The Affiliate will earn a percentage of each Qualified Sale generated through the link, as specified in Commission & Business Details above.
In addition to Commission payment (see below), the Company agrees to offer complimentary product ongoing/as needed for content creation (within reason), a personalized 10% off code for influencer to share with their community (valid for first-time purchases, only), and VIP early access to sales, promotions, and new product launches.
Commissions are paid on or before the 30th of each month on Qualified Purchases made during or before the prior month.
Commissions are paid electronically via PayPal. The Affiliate is solely responsible for any fees charged by PayPal for the processing and collection of commissions.
Accrued commissions are forfeited if the Affiliate or the Company terminates the Affiliate’s participation in the program, with or without cause, if the Company terminates the Affiliate Program, or if the Company’s business is terminated.
The Affiliate is solely responsible for complying with all tax laws in your respective jurisdiction(s) including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with the applicable governing body(ies).
The Company may request a completed W-9 tax form or other relevant documents from the Affiliate. The Company may withhold the Affiliate’s commission payments if the Affiliate fails to provide the requested documents. If the Affiliate fails to provide the documents thirty (30) days after the Company’s written request, the Company may terminate the Affiliate’s participation in the Program, and all accrued commissions are forfeited.
By joining the Program, the Affiliate acknowledges and agrees to comply with the following:
Any links or codes provided to the Affiliate will not be posted on or shared to any discount code blogs or websites, or any websites, blogs or social media accounts not owned and operated by the Affiliate.
The Affiliate may not promote through a sub-affiliate network without the Company’s prior approval.
The Affiliate will only use the links or codes provided without manipulation or modification of any kind. The Affiliate will not engage in cookie stuffing, or attempt to mask the referring URL information.
The Affiliate shall not engage in bidding using the Company’s trademarks (Lorals / Love Oral Always / Undies for Oral) in any auction-style search- or content-based Pay Per Click (PPC) advertising campaigns on Google, Bing, Facebook, Instagram, TikTok, Amazon or any other similar platforms.
Any violation of the restrictions above will result in the immediate deactivation of any links and codes given to the Affiliate. The Affiliate’s participation in the program will be terminated and any accrued commissions considered forfeited.
By joining the program, the Affiliate represents and warrants that there are no prior or pending government investigations or inquiries of, or prosecutions against the Affiliate by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against the Affiliate which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws. If the Affiliate becomes the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, the Affiliate is required to notify the Company of the same within 24 hours. The Company, in its sole and exclusive discretion, may immediately terminate the Affiliate’s participation in the Program, as well as immediately terminate this Agreement.
QUALIFIED SALES AND EXCLUSIONS
Qualified sales are the net proceeds the Company receives from a sale after any discounts or concessions, and exclude taxes, shipping charges or any other handling fees.
Purchases made by the Affiliate are not considered qualified sales.
The Company uses affiliate tracking software and technologies provided by well-established providers to track qualifying sales for the purpose of calculating and paying the Affiliate’s commissions accurately. The Company cannot be held liable for any inaccuracies or omissions resulting from the incorrect or incomplete data generated by the providers.
LIMITED LICENSE FOR USE OF LORALS’ LOGOS/TRADEMARKS
The Affiliate may be granted a limited, non-exclusive, non-transferable, revocable license to use and display the Links, and to use Lorals’ trademark and logos as part of the Program. The trademarks and links can be used solely in accordance with the terms of this Agreement, and only during the Term of this Agreement.
CONTENT CREATED BY THE AFFILIATE
By applying to or joining the Program, the Affiliate hereby grants the Company the perpetual, worldwide, royalty-free right and license to publish, copy, re-post, link to or otherwise use the Affiliate’s posts, social platform handles, names, and image and likeness as depicted in a post, in whole or in part, for any purposes in our discretion, in any and all mediums, without limitation, additional compensation, notice, review or approval, unless stipulated otherwise in a separate mutually agreed upon agreement, signed by both parties.
Content created and shared by the Affiliate as part of the Program must not contain any false or misleading information or claims about the Company or its products.
The Affiliate represents, warrants and agrees that all contents created and posted meet the requirements under the Federal Trade Commission’s Endorsement Guides, as well as any applicable laws, rules and regulations.
The Affiliate also represents, warrants and agrees that persons other than the Affiliate who are shown in photos or images created and posted by the Affiliate have granted the Affiliate explicit consent to use their images in the posted materials and to allow the Company to repost the materials with no compensation.
The Affiliate represents, warrants and agrees that all contents created and posted as part of the Program are the Affiliate’s original work, and do not infringe the copyright, trademarks or other intellectual property rights of any person or entity.
The Affiliate shall be solely responsible for all content created and shared on the Affiliate’s digital media. Such responsibility includes, without limitation: (i) the accuracy, timeliness and appropriateness of content created and posted as part of the Program; (ii) ensuring that posted materials do not violate or infringe upon the rights of any third party; and (iii) ensuring that posted content is not libelous or otherwise illegal.
The Company may request the Affiliate to edit, alter or delete any content that the Company find inappropriate, misleading, factually incorrect, in poor taste, or not representative of the Company’s values and image. The Affiliate is required to comply with the requests as quickly as possible, and no later than 24 hours after a request has been made via email.
The Company shall continue to enjoy the right to use any contents created by the Affiliate as part of the Program after the termination of the Affiliate’s participation in the program or termination of this Agreement or Program.
The Company and the Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Company and the Affiliate. The Affiliate shall have no authority to make or accept any offers or representation on the Company’s behalf.
MODIFICATIONS/AMENDMENTS TO THE AGREEMENT
This Agreement and the Company’s standard Terms of Service may be modified by the Company at any time, with or without prior notice to the Affiliate. Amendments or modifications to this Agreement or the Terms of Service will be binding on the Affiliate when they are sent to the Affiliate via email, or are posted online. The Affiliate’s continued participation in the Program and acceptance of Commission payments constitutes the Affiliate’s acceptance to any modifications or amendments to this Agreement and the Terms of Service.
The Company and the Affiliate may mutually agree to create a separate agreement that modifies the terms of this Agreement. Such an agreement must be in writing and signed by both parties.
The Agreement can be terminated by the Affiliate or the Company at any time, with or without cause.
The Affiliate may terminate the Agreement by notifying the Company in writing. Any accrued commissions are considered forfeited, and the Affiliate will not enjoy any commissions from sales recorded after the termination.
The Agreement is automatically terminated if no qualified sales are recorded in one calendar year. All accrued commissions are considered forfeited.
If the Agreement is terminated by the Company due to the Affiliate’s violation of the terms set out in this Agreement, any outstanding commissions are considered forfeited.
If the Agreement is terminated by the Company without cause, the Affiliate will be paid accrued commissions according to the payment schedule in this Agreement. If accrued commissions at the time of the Agreement’s termination is below US$10, the accrued commissions are considered forfeited.
The Company continues to enjoy the right to use any contents created and posted as part of the Program, even after the Agreement has been terminated.
The Affiliate shall defend, indemnify and hold the Company and its officers, directors and employees harmless from all claims, damages, and expenses (including, without limitation, reasonable attorneys' fees) relating to Affiliate's breach of this Agreement or gross negligence.
LIMITATION OF LIABILITY
To the fullest extent permitted by applicable law, the Affiliate understands and agrees that the Company shall not be liable to the Affiliate for any indirect, consequential, incidental, special, punitive or exemplary damages, including lost profits, arising out of or in connection with this Agreement or your participation in or inability to participate in the Program (however arising, and regardless of the theory of recovery), even if we have been advised of the possibility of such damages.
Further, our total liability to the Affiliate arising out of or in connection with this Agreement and the Program will not exceed the total commissions paid or payable to the Affiliate under this agreement during the three (3) month period immediately preceding the event giving rise to such liability.
DISPUTE RESOLUTION AND ARBITRATION
In the event that there is any dispute relating to this Agreement and the Program, the Company and the Affiliate both agree that the party alleging the dispute shall send to the other party a written notice describing the dispute ("Notice of Dispute”). The Company and the Affiliate agree that prior to initiating any claim or arbitration or other legal proceedings, the parties shall attempt to informally resolve such dispute for a period of thirty (30) days following the receipt by the non-claiming party of the Notice of Dispute.
In the event that a dispute is not resolved within the foregoing thirty (30) day period, the Company and the Affiliate agree to resolve any claims relating to this Agreement through final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”).
Arbitration must be commenced within one (1) year after such claim, dispute or cause of action arises. The arbitration shall be conducted in the State of California. The Federal Arbitration Act, and not any state law concerning arbitration, shall apply.
The arbitration award shall be final and exclusive, and the prevailing party in the arbitration may file an action in court to confirm and to enforce the arbitration award. The Affiliate irrevocably waives any right to seek and/or obtain injunctive or other equitable relief and any defense of forum non conveniens. Should either party pursue any other judicial or administrative action with respect to any matter included within the scope of this binding arbitration provision, the responding party will be entitled to recover its costs, expenses and attorneys' fees incurred as a result of such action. Further, any and all disputes, claims and causes of action arising out of or connected with this Agreement and/or the Program, will be resolved individually, without resort to any form of class action.
NO CLASS ACTIONS
The Affiliate may only resolve disputes with the Company on an individual basis, and may not bring a claim as a plaintiff or class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are now allowed.
WAIVER OF JURY TRIAL
The parties hereby waive their constitutional and statutory rights to go to court and have a trial in front of a judge or jury, instead electing that all claims and disputes shall be resolved by arbitration. In the event any litigation should arise between the Affiliate and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, the parties waive all rights to a jury trial, instead electing that the dispute be resolved by a judge.
This Agreement shall be governed by and construed under the laws of the State of Delaware, without regard to its conflict of laws principles.
STATUTE OF LIMITATIONS
The Affiliate agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or the Program must be filed within six (6) months after such claim or cause of action arose or be forever barred.
The Affiliate agrees that all information including, without limitation, the terms of this Agreement, business and financial information, pricing and sales information, and all other information provided to the Affiliate as part of the Program shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement.
If any portion of this Agreement is found invalid or unenforceable, that portion may be severed from the Agreement and shall not affect the validity of the remainder of the Agreement.
This Agreement constitutes the entire agreement between the Company and the Affiliate relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations and agreement, whether written or oral.
Any notice provided for or permitted under this Agreement will be treated as having been given when (i) delivered personally, (ii) sent by email; (iii) sent by nationally recognized commercial overnight courier with written verification or receipt; or (iv) mailed postage prepaid by certified or registered mail, return receipt requested, to the party to be notified, at the address set forth on Affiliate's application, in the case of the Affiliate, and the postal and/or email address, as applicable, set forth below for the Company. This provision shall not apply to Modifications or Amendments made to the Agreement.
Brazen Goods Inc.
106 ½ Judge John Aiso St., #305
Los Angeles, CA 90012
If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect.
Failure of Lorals to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement.
No waiver shall be effective against Lorals unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
Except as expressly agreed by Lorals and the Affiliate, this Agreement constitutes the entire agreement between the Affiliate and Lorals with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter.
The section headings are provided merely for convenience, and shall not be given any legal import.
Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by the Affiliate without the express written consent of Lorals. Lorals may assign any or all of its rights and obligations under this Agreement without the Affiliate's written consent to any affiliate or to another third party affiliate by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of Lorals's assets or capital stock. Any attempted assignment, delegation or transfer to a third party in violation hereof shall be null and void.
Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.