Our LLIVIA affiliates are very important to us. We will always do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following affiliate agreement with you and our company in mind. Please bear with us as we take you through this legal formality.
If you have any questions, please don't hesitate to let us know via email at firstname.lastname@example.org. LLIVIA are strong believers of honest and open communication.
CEO & Founder
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LLIVIA ENTERPRISES PTY LTD.
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in LLIVIA ENTERPRISES Affiliate Program. The purpose of this Agreement is to outline the terms and conditions for both parties partaking in the LLIVIA affiliate program. Please note that throughout this Agreement, "we," "us," and "our" refer to LLIVIA, and "you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrolment process, you will need to contact LLIVIA at email@example.com so LLIVIA can review your social media and give you a password for the affiliate program form. We may reject your application at our sole discretion. We may cancel your application if we determine that your Social Media Presence is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.7. Promotes defamatory remarks about our company and products.
2.1.8. You may not create or design your own products in a way that resembles our products, or branding to an excessive point that may lead customers to believe you are LLIVIA.
2.2. LLIVIA reserves the right, at any time, to review your content and approve the use of your affiliate code and require that you change the content or use to comply with the guidelines provided to you.
2.3. The creation and posting of your content will be your responsibility.
2.4. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your content. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.
3. LLIVIA Rights and Obligations
3.1. We have the right to view your content at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your content that we feel should be made, or to make sure that your affiliate code is correctly used in your promotion of LLIVIA products and our brand. If you do not make the changes to your content that we feel are necessary, we reserve the right to terminate your participation in the LLIVIA Affiliate Program.
3.2. LLIVIA reserves the right to terminate this Agreement and your participation in the LLIVIA Affiliate Program immediately and without notice to you should you commit fraud in your use of the LLIVIA Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, LLIVIA shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such an event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and LLIVIA’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in LLIVIA’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
LLIVIA uses a third party to handle all of the payment. The third party is the Paypal.com. Kindly review the network’s payment terms and conditions.
7. Access to Affiliate Account Interface
You will create a password so that you may enter Enlistly’s secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1. You are free to promote your own content and the content of other brands, but naturally any promotion that mentions LLIVIA could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by LLIVIA. For example, advertising us in a defamatory manner or outside the realm of a cruelty free makeup company could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE) and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity. You may use mailings to customers to promote LLIVIA so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. (Applicable to those with a blog). Also, you may post to newsgroups to promote LLIVIA so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from LLIVIA. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the LLIVIA Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
9. Grant of Licenses
9.1. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
its respective rights and no right, title, or interest is transferred to the other.
LLIVIA MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING LLIVIA’S WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF LLIVIA ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL LLIVIA’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless LLIVIA, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and llIVIA. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Social Media Accounts or blog or otherwise, that reasonably would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.