Ashley Black Guru Affiliate Agreement
Updated: March 5, 2018
Summary of Affiliate Agreement:
As an Ashley Black Guru affiliate, you’ll receive a 10% commission on all sales (minus taxes and shipping) attributed to your affiliate account. The sale is attributed to your affiliate account if a customer:
2a) Uses your affiliate link or code to purchase products from the FasciaBlaster.com website
2b) Adds product(s) to their cart and completes their check out within 24 hours
You cannot use this program to get discounts or commissions for any purchases made by you. You cannot use your affiliate link or code or entice any Ashley Black Guru customers on any of Ashley Black Guru’s social media or online platforms. Absolutely NO reselling of any Ashley Black Guru products. You cannot bid on any company terms or variations of these brand terms to compete with us in paid advertising of any form (see Affiliates Program Participation Requirements). Affiliate commissions will be received after 60 days of the attributed sale.
Welcome to the Ashley Black Guru affiliates site (the “Affiliates Site”)!
Please read these terms carefully.
The Ashley Black Guru companies (including ADB Interests, ADB Innovations, and Ashley Diana Black Holdings International, LLC) are hereby referred to as “Ashley Black Guru”. Here you can manage your affiliate marketing relationship with Ashley Black Guru or any of its affiliate companies, as the case may be (“Ashley Black Guru” or “us” or similar terms).
Any person or entity that participates or attempts to participate in our affiliate marketing program (the “Affiliate Program” and such person or entity, “you”, or an “Affiliate”) must accept this Affiliates Operating Agreement (this “Agreement”) without change. By registering for or using the Affiliates Site, you agree to this Agreement, including the Program Policies (defined in Section 11), which are incorporated by reference (for example, our Affiliate Program Participation Requirements, IP License, Fee Statement, and Trademark Guidelines.)
Description of the Affiliates Program
The Affiliates Program permits you to monetize your website, social media user-generated content, or online software application (referred to here as your “Site”), by placing on your Site links to the AshleyBlackGuru.com or FasciaBlaster.com websites (the “Ashley Black Guru Sites”). The links must properly use the special “tagged” link formats we provide and comply with this Agreement (“Special Links”).
When our customers click through the Special Links to purchase an item sold or services offered on the Ashley Black Guru Sites, (a “Product”) or take other actions, you can receive program fees for qualifying purchases, as further described in (and subject to the limitations in) the Associates Program Fee Statement. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, marketing content, and other linking tools, application program interfaces, and other information in connection with the Affiliates Program (“Content”). Content specifically excludes any data, images, text, or other information or content relating to product offerings on any site other than the Ashley Black Guru Sites.
Affiliates Program Compliance Requirements
You must comply with this Agreement, including all Program Policies to participate in the Affiliates Program and receive fees.
You must promptly provide us with any information that we request to verify your compliance with this Agreement.
If you violate this Agreement, or if you violate terms and conditions applicable to any other Ashley Black Guru marketing program then, in addition to any other rights or remedies available to us, we reserve the right to withhold (and you agree you will not be eligible to receive) any and all fees otherwise payable to you under this Agreement, whether or not directly related to such violation.
Ashley Black Guru Customers
Our customers are not, by virtue of your participation in the Affiliates Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Ashley Black Guru Sites will apply to those customers, and we may change them at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with an Ashley Black Guru Site, you will state that those customers must follow contact directions on that Ashley Black Guru Site to address customer service issues.
You represent, warrant, and covenant that (a) you will participate in the Affiliates Program and create, maintain, and operate your Site in accordance with this Agreement, (b) neither your participation in the Affiliates Program nor your creation, maintenance, or operation of your Site will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority (including all such rules governing communications, data protection, advertising, and marketing) or any contract or other binding obligation to any third party, (c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Affiliates Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) you will not participate in the Affiliates Program or use any other Service Offerings (as defined in Section 7) if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using any Service Offering, (f) you will comply with all U.S. or other export and re-export restrictions that may apply to goods, software, technology and services, and (g) the information you provide in connection with the Affiliates Program is accurate and complete at all times. You can update your information by logging into your account on the Refersion affiliate dashboard and selecting "Settings." We do not make any representation, warranty, or covenant regarding the amount of traffic or fees you can expect at any time in connection with the Affiliates Program, and we will not be liable for any actions you undertake based on your expectations.
Identifying Yourself as an Affiliate
You must clearly state the following on your Site or any other location where Ashley Black Guru may authorize your display or other use of Content: “We are a participant in the Ashley Black Guru Affiliates Program, an affiliate advertising program designed to provide a means for us to earn fees by linking to AshleyBlackGuru.com and affiliated sites.” Except for this disclosure, you will not make any public communication with respect to this Agreement or your participation in the Affiliates Program. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
Term and Termination
The term of this Agreement will begin upon your registration on or use of the Affiliates Site and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party a written notice of termination. You can provide termination notice by emailing us at Marketing@AshleyBlackGuru.com.
We may hold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancellations or returns).
Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the parties under Sections 3, 4, 5, 6, 7, 8, 10, and 11 of this Agreement, Sections 4 and 6 of the Associates Program Participation Requirements, Section 3 of the Associates Program IP License, together with any payable but unpaid payment obligations under this Agreement, will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
THE AFFILIATES PROGRAM, THE ASHLEY BLACK GURU SITES, ANY PRODUCTS AND SERVICES OFFERED ON THE ASHLEY BLACK GURU SITES, ANY SPECIAL LINKS, LINK FORMATS, CONTENT, PRODUCT ADVERTISING CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE ASHLEY BLACK GURU MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTIES RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE AFFILIATES PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE AFFILIATES PROGRAM, CONTENT, THE, PRODUCT ADVERTISING CONTENT, PROGRAM POLICIES, THE AFFILIATES SITE, OR ANY ASHLEY BLACK GURU SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE AFFILIATES PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE AFFILIATES PROGRAM. NOTHING IN THIS PARAGRAPH WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitations on Liability
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR SITE OR YOUR VIOLATION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR SITE OR ANY MATERIALS THAT APPEAR ON YOUR SITE, INCLUDING THE COMBINATION OF YOUR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE, (C) YOUR USE OF ANY CONTENT, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), OR (E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.
Any dispute relating in any way to the Affiliates Program or this Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of Texas, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, Johnson Deluca Kurisky & Gould, P.C. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed on location.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuses of intellectual property rights.
Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
By accepting this Agreement, you hereby consent to us: (a) sending you emails relating to the Affiliates Program from time to time, (b) monitoring, recording, using, and disclosing information about your Site and users of your Site that we obtain in connection with your display of Special Links and Content (for example, that a particular Ashley Black Guru customer clicked through a Special Link from your Site before buying a Product on an Ashley Black Guru Site) in accordance with the privacy terms then in effect on our site (c) reviewing, monitoring, crawling, and otherwise investigating your Site to verify compliance with this Agreement, and (d) using, reproducing, distributing, and displaying your implementation of Content displayed on your Site as examples of best practices in our educational materials.
You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with your Site, (c) our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement, and (d) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative.
You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
This Agreement incorporates, and you agree to comply with, the most up-to-date version of all policies, appendices, specifications, guidelines, schedules, and other rules referenced in this Agreement or accessible on the Affiliates Site (“Program Policies”), including any updates of the Program Policies from time to time. In the event of any conflict between this Agreement and any Program Policy, this Agreement will control. In the event of a conflict between this agreement and your agreement with an Ashley Black Guru affiliate under a separate affiliate marketing program that agreement will control with respect to such separate program. This Agreement (including the Program Policies) is the entire agreement between you and us regarding the Affiliates Program and supersedes all prior agreements and discussions.
Whenever used in this Agreement, the terms “include(s)”, “including”, and “for example” are used and intended without limitation.
All non-public information provided by us in connection with this Agreement or the Affiliates Program is considered confidential information, and you will maintain the same in strict confidence and not disclose the same to any third party (other than your affiliates) or use the same for any purpose other than your performance under this Agreement, which restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your Site or otherwise, that contradicts or may contradict anything in this paragraph. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
We reserve the right to modify any of the terms and conditions contained in this Agreement (including those in any Program Policy) at any time and in our sole discretion by posting a change notice, revised Agreement, or revised Program Policy on the Affiliates Site or by sending notice of such modification to you by email to the primary email address then-currently associated with your Affiliates account (any such change by email will be effective on the date specified in such email but will in no event be less than two business days after the date the email is sent). YOUR CONTINUED PARTICIPATION IN THE AFFILIATES PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH NOTICE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 6.
Affiliates Program Policies
These Affiliates Program policies (“Program Policies”) are incorporated into the agreement.
Affiliates Program Fee Statement (“Fee Statement”)
Qualifying Purchases and Qualifying Revenue
We will pay the Standard Program Fee of 10% of the product price described in Section 3 of this Fee Statement in connection with “Qualifying Purchases”, which (subject to the exclusions described in this Fee Statement) occur when:
(a) our customer clicks through a Special Link on your Site to an Ashley Black Guru Site; and
(b) during a single session, which is measured as beginning when our customer clicks on that Special Link and ending upon the first to occur of the following: (x) 24 hours elapsed from that click, (y) our customer places an order for a Product, or (z) our customer follows a Special Link to an Ashley Black Guru Site that is not your Special Link (a “Session”) and purchases a Product by adding a Product to his or her shopping cart and completing the order for that Product no later than 89 days after their initial click-through of the Special Link, or
(c) our customer actually receives and pays for such Product.
For each Qualifying Purchase, the corresponding “Qualifying Revenue” is equal to the amount we actually receive from that Qualifying Purchase, less any shipping charges, gift-wrapping fees, taxes, service charges, rebates, credit card processing fees, and bad debt.
Notwithstanding the foregoing, Qualifying Purchases are disqualified whenever they occur in connection with a violation of this Affiliates Program Fee Statement or any other terms, conditions, specifications, statements, and policies that we may issue from time to time that apply to the Affiliates Program, including the most up-to-date version of this Agreement (collectively, the “Program Documents”). For example, no Program Fees are payable for a purchase that is not correctly tracked or reported because the links from your Site to the Ashley Black Guru Sites are not properly formatted, or for a purchase through a Special Link that violates the terms of the Program Documents.
Additionally, the following purchases that would otherwise be Qualified Purchases are disqualified and excluded from the Affiliates Program:
(a) any Product purchased after termination of your Affiliates Program Operating Agreement[J4] [KK5],
(b) any Product order where a cancellation, return, or refund has been initiated,
(c) any Product purchased by a customer who is referred to an Ashley Black Guru Site through any advertisement that you purchased through participation in bidding or auctions on keywords, search terms, or other identifiers that include the word “FasciaBlaster”, or “Fascia Blaster”, “Ashley Black,” or any other trademark of Ashley Black Guru or its affiliates, or variations or misspellings of any of those words (e.g., “fascial blaster”, “fashia blaster”, “blaster”, etc) (all, a “Prohibited Paid Search Placement”),
(d) any Product purchased by a customer who is referred to an Ashley Black Guru Site by a link that is generated or displayed on a search engine (including Google, Yahoo, Bing, or any other search portal, sponsored advertising service, or other search or referral service, or any site that participates in such search engine’s network),
(e) any Product purchased by a customer who is referred to an Ashley Black Guru Site by a link that sends users indirectly to an Ashley Black Guru Site via an intermediate site, without requiring the customer to click on a link or take some other affirmative action on that intermediate site (a “Redirecting Link”),
(f) any Product subject to a Bounty Event (as defined in Section 4(a) of this Fee Statement, with the corresponding related Special Program Fee) or purchased in a subscription (other than the initial purchase of the subscribed Product), and
(g) any Product purchased by a customer, where such customer does not comply with the terms and conditions applicable to the Ashley Black Guru Sites.
Standard Program Fees
Subject to the limitations described in this Fee Statement and compliance with Agreement, we will pay you standard fees described in this section (“Standard Program Fees”), calculated as a percentage of Qualifying Revenue, as follows:
For Qualifying Purchases of Products, the Standard Program Fees accrued will be the corresponding fixed rate of 10% of the product price – i.e. price before shipping, taxes, and other fees.
Program Fee Reporting and Payment
We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Purchases for the purposes of our internal tracking, and creating and distributing to you our reports summarizing Standard Program Fees and Special Program Fees you earned during that period.
We will pay Standard Program Fees and Special Program Fees approximately 60 days following the end of each calendar month in which they were earned to the PayPal account associated with your account.
If at any time there has been no substantial activity on your account for at least 3 years, then we will have the right to withhold the accrued fees for your inactive account, up to a maximum closure withholding of $10. Further, any unpaid accrued fees in your account may be subject to escheatment under applicable law.
We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under the Affiliates Program. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold your fees until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
Payments made to you, as reduced by all deductions or withholdings described in the Agreement, will constitute full payment and settlement to you of amounts payable under the Agreement.
If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent fees payable to you under the Agreement.
Affiliates Program Participation Requirements (“Participation Requirements”)
Enrollment and Eligibility
To begin the enrollment process, you must submit a complete and accurate Affiliates Program application. You must identify your Site(s) in your application. We will evaluate your application and notify you of its acceptance or rejection. Your Site will not be eligible for inclusion in the Affiliates Program, and you cannot include any Special Links or Product Advertising Content on it, if your Site is unsuitable. Unsuitable Sites include those that:
(a) promote or contain sexually explicit or obscene materials;
(b) promote violence or contain violent materials;
(c) promote or contain false, deceptive, libelous or defamatory materials;
(d) promote or contain materials or activity that is hateful, harassing, harmful, invasive of another’s privacy, abusive, or discriminatory (including on the basis of race, color, sex, religion, nationality, disability, sexual orientation, or age);
(e) promote or undertake illegal activities;
(f) are directed toward children under 13 years of age, as defined by the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) and any regulations promulgated thereunder, or otherwise knowingly collect, use, or disclose personal information from children under 13 years of age;
(g) include any trademark of Ashley Black Guru or its affiliates, or a variant or misspelling of a trademark of Ashley Black Guru or its affiliates in any domain name, subdomain name, in any “tag” or Affiliates ID, or in any username, group name, or other identifier on any social networking site (see a non-exhaustive list of our trademarks here); or (h) otherwise violate any intellectual property rights.
We will determine suitability at our sole discretion. If we reject your application due to unsuitable content, you may re-apply at any time. However, if at any time we 1) reject your application or 2) terminate your account in connection with any unsuitability or abuse (as determined in our sole discretion), you cannot attempt to re-join the Affiliates Program without our advance authorization. We reserve the right to withhold fees for future unauthorized Program activity.
You will ensure that the information in your Affiliates Program application and information otherwise associated with your account on the Affiliates Site, including your email address, other contact information, and identification of your Site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Affiliates Program and the Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
If you are a Non-US person participating in the Affiliates Program, you agree that you will perform all services under the Operating Agreement outside the United States.
If you wish to include Special Links in a software application designed and intended for use on mobile phones, tablets, or other handheld devices (a “Mobile Application”), you must include the name of the Mobile Application and the link to your Mobile Application in your application to the Affiliates Program.
Links on Your Site
(a) Special Links
After you have been notified that you have been accepted into the Ashley Black Guru Affiliates Program, you are permitted to display Special Links on your Site. Special Links enable accurate tracking, reporting, and accrual of fees.
We will have no obligation to pay your fees if you fail to properly format the links on your Site to the Ashley Black Guru Site as Special Links.
(b) General Requirements Applicable to All Special Links
Special Links may be created by you or made available to you by us. If we inform you that your Site does not qualify to use certain types of links, you must cease displaying those types of links on your Site. You are solely responsible for the content, style, and placement of each link that you place on your Site and for ensuring that Special Links (whether created by you or made available to you by us) include the appropriate formatting necessary for us to properly track referrals of our customers from your Site. For example, you must include your Affiliates ID or “tag” (appearing as 1234567), or such other format as we may designate) as a parameter in the URL of each link you place on your Site to an Ashley Black Guru Site.
Upon your request, but subject to our approval, we may issue you additional “sub-tag” Affiliates IDs that permit you to monitor and optimize the performance of your Special Links by including different sub-tags in the URLs of different Special Links. Under no circumstances may you associate any sub-tag with a specific end user of your Site (e.g., you may not dynamically assign sub-tags to users as they arrive on your Site for purposes of monitoring such users’ behavior).
You may add or delete Products (and related Special Links) from your Site at any time without our approval. However, you must remove from your Site any links and related references to limited time promotions on or before the expiration date of that promotion. For example, if you include links to a limited time offer and mention that there is a discount on select products on the Ashley Black Guru site, you must immediately remove the mention of the discount from your Site or clarify the termination of that discount on or before the expiration date of that promotion.
You must not make inaccurate, overbroad, deceptive or otherwise misleading claims about any Ashley Black Guru Sites, company, product, or any of our policies, promotions, or prices. For example, if you include on your Site a link to the FasciaBlaster® sold on the Ashley Black Guru Site, you may not make inaccurate or misleading claims about the FasciaBlaster® products.
for a comprehensive list of approved benefits and promotional pitches.
Product prices and availability may vary from time to time.
Responsibility for Your Site
You will be solely responsible for your Site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:
(a) the technical operation of your Site and all related equipment,
(b) displaying Special Links and Content on your Site in compliance with this Agreement, all applicable laws (including the US FTC Guides Concerning the Use of Endorsement and Testimonials in Advertising), and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your Site),
(c) creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your Site (including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links),
(d) using the Content, your Site, and the materials on or within your Site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights),
(f) any use that you make of the Content, and the Ashley Black Guru Marks, whether or not permitted under the Agreement.
You will not engage in any promotional, marketing, or other advertising activities on behalf of us or our affiliates, or in connection with the Ashley Black Guru Sites or the Affiliates Program, that are not expressly permitted under this Agreement. For example, you will not engage in any promotional, marketing, or other advertising activities in any offline manner, including by using any of our or our affiliates’ trademarks or logos (including any Ashley Black Guru Mark), any Content, or any Special Link in connection with an offline promotion or in any other offline manner (e.g., in any printed material, mailing, SMS, MMS, email or attachment to email, or other document, or any oral solicitation). Except as agreed between you and us in a separate written agreement referencing this Section 6, you will not use any Content or Special Link, or otherwise link to the Ashley Black Guru Site, on or in connection with: (a) any client-side software application (e.g., a browser plug-in, helper object, toolbar, extension, component, or any other application executable or installable by an end user) on any device, including computers, mobile phones, tablets, or other handheld devices (other than Approved Mobile Applications); or (b) any television set-top box (e.g., digital video recorders, cable or satellite boxes, streaming video players, blu-ray players, or DVD players) or Internet-enabled television (e.g., GoogleTV, Sony Bravia, Panasonic Viera Cast, or Vizio Internet Apps). The Affiliates Program is free to join, and we provide resources on the Affiliates Site to help Affiliates succeed with the program. We have never authorized any business to provide paid set-up or consulting services to our Affiliates, so please be wary if any business like that (even one attempting to appropriate the Ashley Black Guru name) reaches out to offer you costly services. Content on Your Site. You will be solely responsible for the content on your Site and ensure:
(b) You will not sell, resell, redistribute, sublicense, or transfer any Content or any application that uses, incorporates, or displays any Content, PAAPI, or Data Feed. For example, you will not use, or enable, or facilitate the use of Content on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to any Content to any other person or entity, nor will you create links formatted with your Affiliates tag for, or display such links on, a site that is not your Site.
(c) You will promptly remove from your Site and delete or otherwise destroy any Content that is no longer displayed on the Ashley Black Guru Site or that we notify you is no longer available for your use.
(d) You will not use any Content, including any name or likeness embodied in that Content, in a manner that implies a person’s or company’s endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party, or cause (including by placing unrelated third-party materials in close proximity to Content).
(e) You will not (and you will not seek to) purchase, register or otherwise use any Ashley Black Guru Mark or variations or misspellings of any of those words (e.g., “Fascial Blaster,” “Fasha Blaster,” “Ashley Black Blaster,” etc.) for use in any search engine (including Google, Yahoo, Bing, or any other search portal, sponsored advertising service, or other search or referral service, or any site that participates in such search engine’s network (together, a “Search Engine”)). In addition to any other rights or remedies available to us, upon our request you will cause any Search Engine designated by us to exclude Proprietary Terms (defined below) from keywords used to display your advertising content in association with search results (e.g., request exclusion by negative keyword bidding), assuming the Search Engine offers such exclusion capabilities.
(f) You will not bid on or purchase keywords, search terms, or other identifiers, including the word “Ashley Black,” “FasciaBlaster,” or any other trademark (“Proprietary Terms”) or otherwise participate in keyword auctions on any Search Engine if the resulting paid search advertising is a Prohibited Paid Search Placement (as defined in the Fee Statement). You may purchase paid search advertisements and submit links to Search Engines to appear in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), so long as you comply with this Agreement and those paid or unpaid search results send users to your site and not directly, or indirectly via a Redirecting Link (as defined in the Fee Statement), to the Ashley Black Guru Site.
(g) You will not offer any person or entity any consideration, reward, or incentive (including any money, rebate, discount, points, donation to a charity or other organization, or other benefits) for using Special Links. For example, you cannot implement any “rewards” or loyalty program that incentivizes persons or entities to visit the Ashley Black Guru Site via your Special Links.
(h) You will not intercept, record, redirect, read, interpret, or fill in the contents of any electronic form or other material submitted to us by any person or entity.
(i) You will not request, collect, obtain, store, cache, or otherwise use any account information used by our customers in connection with any Ashley Black Guru Site (including any usernames or passwords of Ashley Black Guru Site customers).
(j) You will not modify, redirect, suppress, or substitute the operation of any button, link, or other feature of the Ashley Black Guru Site.
(k) You will not make any orders or engage in other transactions of any kind on the Ashley Black Guru Site on behalf of any other person or entity, or authorize, assist, or encourage any other person or entity to do so.
(l) You will not take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (for example, search, browse, or order) are occurring.
(m) You will not include on your Site, display, or otherwise use Special Links or Content in connection with, any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
(n) You will not frame the Ashley Black Guru Site, or any part of it, within your Site, including by display within an integrated web browser (e.g., WebView) within a Mobile Application. However, displaying a Special Link on your Site, including results from the AMA API, in accordance with Section 3 of these Participation Requirements, will not be a violation of this section.
(o) You will not post or serve any Special Links or other content promoting the Ashley Black Guru Site within any pop-up or pop-under windows, transitional page ads, or layer ads, except for pop-up windows in conjunction with your Site promoting Products closely associated with the materials on your Site.
(p) You will not include any Special Links in any content that you place on the Ashley Black Guru Site or any of its social media pages, platforms, groups, or articles (for example, in a customer review, forum, Wish List, guide, group post or comments, or any other customer-generated context available on the Ashley Black Guru Sites and social media pages).
(q) You will not attempt to circumvent the Fee Statement or artificially increase your fees. For example, you can not cause any page of the Ashley Black Guru Sites to open in a customer’s browser other than as a result of the customer clicking on a Special Link on your Site.
(r) You will not attempt to intercept or redirect (including via software installed on users’ computers) traffic from or on, or divert fees from, any site that participates in the Affiliates Program.
(s) You will not artificially generate clicks or impressions on your Site or create Sessions on the Ashley Black Guru Site, whether by way of a robot or software program or otherwise.
(t) You will not directly or indirectly purchase any Product(s) through Special Links for your use of or for the use of any other person or entity, and Further, you will not purchase any Product(s) through Special Links for resale or commercial use (of any kind) or offer any Products on your Site for resale or commercial use of any kind.
(u) You will not cloak, hide, spoof, or otherwise obscure the URL of your Site containing Special Links (including by use of Redirecting Links) or the user agent of the application in which Content is displayed or used such that we cannot reasonably determine the site or application from which a customer clicks through such Special Link to an Ashley Black Guru Site.
(v) You will not use a link shortening service in a manner that makes it unclear that you are linking to an Ashley Black Guru Site.
(x) Upon our request, you will provide us with written certification that you have complied with the Agreement (generally or specifically with respect to any provision of the Agreement, including the Program Policies). Any failure to provide the certification in accordance with our request will constitute a material breach of this Agreement.
Affiliates Program Products Statement (“Products Statement”)
Under the Affiliates Program, subject to the additions and exclusions described in this Products Statement, a “Product” is any physical or digital item sold on an Ashley Black Guru Site.
Affiliates Program Trademark Guidelines (“Trademark Guidelines”)
Strict compliance with these Trademark Guidelines is required at all times, and any use of those of our trademarks and logos that we may make available to you as part of Content (those trademarks and logos, collectively, “Ashley Black Guru Marks”) in violation of these Trademark Guidelines will automatically terminate any license related to your use of the Ashley Black Guru Marks.
YOU ARE ALLOWED TO USE THE ASHLEY BLACK GURU MARKS ONLY BY DISPLAY ON YOUR SITE WITH THE PURPOSE OF ADVERTISING AVAILABILITY OF PRODUCTS ON ONE OF OUR SITES, WITH A CORRESPONDING LINK TO THAT SITE. Your use of the Ashley Black Guru Marks must (i) comply with the most up-to-date version of these Trademark Guidelines; and (ii) comply with all Program Documents (as defined in the Fee Statement). You cannot use or display any Ashley Black Guru Mark for any purpose or in any manner not specifically authorized under the Program Documents. For example, you cannot make any use or display (i) that implies sponsorship or endorsement by us; (ii) to disparage us, our products, or our services; (iii) that may, as determined by us, diminish or otherwise damage our goodwill in any Ashley Black Guru Mark; or (iv) in any offline materials. You may display an Ashley Black Guru Mark only in the exact format in which we provide it to you. You may not alter any Ashley Black Guru Mark in any manner. For example, you cannot change the proportion, color, or font of any Ashley Black Guru Mark, or add or remove any elements from any Ashley Black Guru Mark. Each Ashley Black Guru Mark must appear by itself, in its entirety, with reasonable spacing between each side of the Ashley Black Guru Mark and other visual, graphic, or textual elements. Under no circumstance can any Ashley Black Guru Mark be placed on any background that interferes with the readability or display of that Ashley Black Guru Mark. Together with each piece of content on your Site that includes any Ashley Black Guru Marks, you must prominently include a statement stating that those Ashley Black Guru Marks are trademarks of the Ashley Black Guru company or its affiliates. For example, if your website displays the Ashley Black Guru logo, you would include the following statement on the same site page: “Ashley Black Guru and the Ashley Black Guru logo are trademarks of Ashley Black Guru or its affiliates.” All rights to the Ashley Black Guru Marks are our exclusive property, and all goodwill generated through your use of any Ashley Black Guru Mark will inure to our exclusive benefit. You will not take any action that conflicts with our rights in, or ownership of, any Ashley Black Guru Mark. You cannot display or otherwise use any trademark or logo of any third-party seller or vendor on the Ashley Black Guru Site in connection with any Special Link unless you have obtained from that seller specific written authorization to do so. You cannot use any trademark of Ashley Black Guru or any of its affiliates (whether or not it’s an Ashley Black Guru Mark), or a variant or misspelling of such a trademark:
(a) In any domain name or subdomain name (for example, you cannot use a domain name or subdomain name such as “FascialBlaster.com”, “FasciaBlaster.mydomain.info”, “FasciaBlaster.co.uk”, “Fascia-Blaster.com”, “FasciaBlaster.blogspot.com”, “FasciaBlasterBlog.wordpress.com”, “FasciaBlaster-videos.info”, or “AshleyBlackFasciaBlaster.org”);
(b) In any username, group name, or other identifier on any social networking site (for example, you cannot use a username such as “FasciaBlaster Japan”, “Fascia FasciaBlaster”, “FasciaBlaster For You”, “FasciaBlaster Seller”, “FasciaBlaster Discounts”, “@BuyFasciaBlastersFromMe”, “FasciaBlaster Number One Fan”, or “FasciaBlaster Bargain” on a site such as Facebook, Twitter, Instagram, or YouTube); or
(c) In any application name (for example, you cannot use an application name such as “Shop FasciaBlaster App”, “FasciaBlaster App”, “FasciaBlaster Shop”, “FasciaBlaster Tutorials App”, or “FasciaBlaster Bargain App”).
We reserve the right to modify the approved Ashley Black Guru Marks, at any time and in our sole discretion, by posting a change notice or revised Trademark Guidelines on the Affiliates Site.
We reserve the right to take appropriate action against any use without permission or any use that does not conform to these Guidelines, at any time and in our sole discretion.
Affiliates Program IP License (“License”)
This License governs your use of Content in connection with your participation in the Affiliates Program.
By accepting the Agreement, or by accessing or using the Content, including the application programming interfaces and other tools (collectively, the “PA API”) that permit you to access and use certain types of data, images, text, and other information and content relating to Products (“Product Advertising Content”) which we may make available to you, you agree to be bound by this License.
Limited License to Content
Subject to the terms of the Agreement and solely for the limited purposes of participation in the Affiliates Program in strict compliance with the Agreement (including this License and the other Program Policies), we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to: (a) copy and display Content solely on your Site; (b) use only those of the Ashley Black Guru Marks (as defined in the Trademark Guidelines) we make available to you as part of the Content, solely on your Site and in accordance with the Trademark Guidelines, and (c) access and use Product Advertising Content solely in accordance with the Specifications and this License.
You will use Content solely in accordance with the terms of the Affiliates Program and within the express scope of the license granted herein. Without limiting the foregoing, you will (a) use Content solely to send end users and sales to the Ashley Black Guru Sites and will not link any Content to, or in conjunction with any Content, direct traffic to any page of a site other than the Ashley Black Guru Site (however, parts of your Site that are not closely associated with the Content may contain links to sites other than the Ashley Black Guru Site) and (b) link each use of the Content solely to the related Product detail page or other relevant page of the Ashley Black Guru Site and not to any other page.
You agree to comply with and be bound by the terms of the applicable license agreement for the Product Advertising Content from such affiliate sites.
The License will immediately and automatically terminate if at any time you do not timely comply with any obligation under the Program Documents (as defined in the Fee Schedule) or, or otherwise upon termination of this Agreement. In addition, we may terminate the License in whole or in part upon written notice to you. You will promptly stop using the Content and promptly remove from your Site and delete or otherwise destroy all of the Content and Ashley Black Guru Marks with respect to which the License is terminated or as we may otherwise request from time to time.
(b) Usage Requirements. By making using the Product Advertising Content, you agree to comply with following requirements:
You will use Product Advertising Content only in a lawful manner in accordance with and within the express scope of the terms of this License. You will not use the Product Advertising Content with any site or application, or in any other manner, that does not have the principal purpose of advertising and marketing the Ashley Black Guru Site and driving sales of products and services on the Ashley Black Guru Site. You will comply with all pages, schedules, policies, guidelines, and other documents and materials, including all Specifications, referenced in this License and the Program Policies.
iii. You will not link any Product Advertising Content to, or in conjunction with any Product Advertising Content direct traffic to, any page of a site other than an Ashley Black Guru Site (however, parts of your application that are not closely associated with Product Advertising Content may contain links to sites other than an Ashley Black Guru Site).
(d) You will not, without our express prior written approval, use any Product Advertising Content on or in connection with any site or application designed or intended for use with a mobile phone or other handheld device (which prohibition apply neither to any site that is not designed or intended for use with such devices but that may be accessible by such devices, such as a non-mobile-optimized site accessed via an internet browser on a tablet device, nor an Approved Mobile Application as defined in the Participation Requirements or any television set-top box (e.g., digital video recorders, cable or satellite boxes, streaming video players, blu-ray players, or dvd players) or Internet-enabled television (e.g., GoogleTV, Sony Bravia, Panasonic Viera Cast, or Vizio Internet Apps)..
(e) You will include a date/time stamp adjacent to your display of pricing or availability information on your application if you refresh the Product Advertising Content displayed on your application less frequently than hourly. However, during the same day on which you requested and refreshed the pricing and availability information displayed on your application, you may omit the date portion of the stamp. Examples of acceptable messaging include:
FasciaBlaster Price: $89.99 (as of 01/07/2008 14:11 PST - Details) FasciaBlaster Price: $89.99 (as of 14:11 PST - More info)
(f) If you display Product Advertising Content consisting of text on your application, you will include the following disclaimer in plain view to end users of your application: “CERTAIN CONTENT THAT APPEARS [IN THIS APPLICATION or ON THIS SITE, as applicable] COMES FROM ASHLEY BLACK GURU. THIS CONTENT IS PROVIDED ‘AS IS’ AND IS SUBJECT TO CHANGE OR REMOVAL AT ANY TIME.”
You agree to provide us with any information that we request to verify your compliance with this License.
(g) We may terminate this License if we determine that you or other persons that we determine are affiliated with you or acting in concert with you (whether in respect to any existing or previously terminated account):
have not complied with any requirement or restriction described in this License or any Program Policies or have otherwise violated this License; have not complied with any requirement or restriction in, or otherwise violated, any license agreement governing your access and use the PA APIs provided by any of our affiliates; or
iii. have not complied with any requirement or restriction in, or otherwise violated, any agreements governing participation in any Affiliates Program offering provided by us or any of our affiliates.
Reservation of Rights; Your Submissions
Other than the limited licenses expressly set forth herein, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this License or otherwise, acquire any ownership interest or rights in or to, the Affiliates Program, Special Links, link formats, Content, Product Advertising Content, any domain name owned or operated by us, information and materials on any Ashley Black Guru Site or the Affiliates Site, our and our affiliates’ trademarks and logos (including the Ashley Black Guru Marks), and any other intellectual property and technology that we provide or use in connection with the Affiliates Program (including any application program interfaces, software development kits, libraries, sample code, and related materials).
If you provide us with suggestions, reviews, modifications, data, images, text, or other information relating to any Content or in connection with your participation in the Affiliates Program, or if you modify any Content in any way (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, non exclusive, worldwide, irrevocable, freely transferable right and license to: (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.
Ashley Black Guru Influencer Program Policy (“Influencer Program Policy”)
You may earn fees by acting as a social media presence facilitating customer purchases as part of the Ashley Black Guru Affiliates “Influencer Program” in connection with your participation in the Affiliates Program. In order to participate in the Influencer Program, an eligible Affiliate (“Influencer”) must meet Ashley Black Guru qualitative and quantitative thresholds, complete the registration process, and comply with the applicable provisions of the Affiliates Operating Agreement, including this Influencer Program Policy.
Registration Information; Influencer Page
(a) Registration Information. To register as an Influencer, you must complete all information requirements, including granting requests to access data regarding your social media presences (which will in all cases be deemed part of your “Site” under the Affiliates Operating Agreement).
(b) Influencer Page. This Influencer Program may include an AshleyBlackGuru.com influencer page registered through Ashley Black Guru and assigned to you (“Influencer Page”). With respect to Special Links that direct customers to your Influencer Page, the related Session will be measured as beginning when our customer clicks through to your Influencer Page. The Influencer Page is a “Service Offering” for all purposes under the Operating Agreement. With respect to any text, pictures, compilations, lists, comments or other data or content you submit to Ashley Black Guru in connection with the Influencer Program (“Influencer Content”), you will not submit such Influencer Content if it violates any standard included in Section 1 of the Participation Requirements.
Reservation of Rights; Consent; Indemnification
(a) Reservation of Rights. We reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of the Affiliates Program Operating Agreement or otherwise, acquire any ownership interest or rights in or to, the Influencer Page, the Influencer Page URL or information and materials on the Influencer Page. You will not take any action that conflicts with our rights in, or ownership of, the Influencer Page. Ashley Black Guru reserves all rights to determine the content, appearance, functionality, URL, and all other aspects of the Influencer Page, including through the display of (i) advertising materials on the Influencer Page, without compensation to Influencer, and (ii) disclosure (by text, link, icon, or otherwise) regarding Influencer’s participation in the Influencer Program.
(b) Consent. By accepting this Influencer Program Policy, you hereby grant to Ashley Black Guru a non-exclusive, irrevocable, worldwide, fully paid-up, royalty-free and perpetual license in all languages to use, copy, reproduce, adapt, distribute, transmit and display your name, photo, logo and other trademarks or materials provided to Ashley Black Guru in connection with the Ashley Black Guru Influencer Program, including through linkage to your Ashley Black Guru public profile (“Influencer Marks”); provided however, that Ashley Black Guru will not alter any Influencer Marks from the form provided by Influencer (except to re-format or re-size within the Influencer Page, so long as the relative presentation of the Influencer Marks remains the same).
(c) Influencer Content and Site. For avoidance of doubt, you acknowledge that Influencer Content you submit will be subject to the provisions of the AshleyBlackGuru.com Conditions of Use relating to posting content or submitting material and that your Site is subject to the requirements of Section 4(b) of the Participation Requirements relating to compliance with all applicable laws (including the US FTC Guides Concerning Use of Endorsement and Testimonials in Advertising).
(d) Indemnification. WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF THE INFLUENCER PAGE, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO ANY CONTENT WITHIN THE INFLUENCER PAGE PROVIDED BY YOU.
Termination. Ashley Black Guru may suspend or terminate Influencer’s participation in the Ashley Black Guru Influencer Program, and Influencer may terminate such participation, in each case immediately by notice provided in accordance with the termination provisions of the Affiliates Operating Agreement. The rights set forth in Section 2 of this Influencer Program Policy will survive the termination of Influencer’s participation in the Ashley Black Guru Influencer Program; provided that, we will use commercially reasonable efforts to remove any Influencer Marks from the Influencer Page following termination.