Influencer / Ambassador Terms & Conditions
Subject to the terms and conditions of this Agreement, you may earn commission when you lawfully direct visitors to the SweetheartApparel.com website who buy merchandise. This Agreement contains additional terms and conditions that apply to your application to and participation in the Sweetheart Apparel, LLC Influencer / Ambassador Program ("Program").
The intention of the Sweetheart Apparel Influencer / Ambassador Program is to provide a rewarding experience to our fans, who can direct unique conversions to SweetheartApparel.com through their own efforts on blogs, websites, and social media.
You will receive a commission on net sales, excluding taxes and shipping. If we refund an order you earned a commission on, your commission will be reduced by the value of the commission paid on the original order. Please note that the following conditions will result in a correction or a reversal of commission:
• Affiliate sales directly related to customers clicking on the links embedded in emails sent directly to customers from Sweetheart Apparel
• Affiliate sales processed by SweetheartApparel.com employees, including exchanges.
• Affiliate sales resulting in a refund to the customer
You need to seek approval first before engaging in promotional activities in combination with other web entities, such as “comparison shopping engines” or Google Product Listings.
You are not allowed to append your tracking code onto Sweetheart Apparel links posted on third party websites (including, without limitation, Pinterest) for the sake of receiving commissions through Sweetheart Apparel links posted by other parties.
PLEASE REVIEW THE TERMS & CONDITIONS (“AGREEMENT”) BEFORE CLICKING “SIGNUP.” In the event of conflict between the provisions of this Agreement and those of any other agreement to which you are a party, the provisions of the Sweetheart Apparel Influencer / Ambassador Terms & Conditions will take precedence.
This Agreement is made between Sweetheart Apparel, LLC, a South Carolina Limited Liability Corporation, and you. When this Agreement refers to “us” or “we” or “our,” it refers to Sweetheart Apparel, LLC. When it refers to “you,” it refers both to you, the applicant to the Program, and to any and all Sites that you own, operate, or control and that link to our Site, use or display the SweetheartApparel.com Trademarks, or use or display the SweetheartApparel.com Materials. When it refers to “Site,” it refers to a site on the World Wide Web that consists of a web page on a domain name and any or all of the web pages on sub domains of that name, including the source code, meta tags, hidden text, and html tags of any of those web pages.
1. Enrolling in the Program
Participation in the Program is subject to Sweetheart Apparel’s approval. Influencers / Ambassadors must first submit an application to Sweetheart Apparel in order to become an “approved” Influencer / Ambassador eligible to post Links to the Sweetheart Apparel Web site and earn commissions. After the application has been submitted, Sweetheart Apparel will have the option of approving or declining the application for any reason or no reason.
If approved, the Influencer / Ambassador will have already acknowledged its acceptance of the these Terms and Conditions by having clicked the “Signup” button, thereby agreeing to the Sweetheart Apparel, LLC Terms and Conditions of the Influencer / Ambassador Program between Sweetheart Apparel, LLC and Influencer / Ambassador (also referred to as this “Agreement”). This Agreement shall apply only to approved Influencer(s) / Ambassador(s) who accept the Terms and Conditions of the Program and only Influencer(s) / Ambassador(s) who accept this Agreement may participate in the Program.
We will evaluate your application. We may reject your application for any reason, in our sole discretion, if we find you or your Site unsuitable for the Program. Some examples of unsuitable Sites are those that contain “Sweetheart Apparel” (or any other of our trademarks or its variant) in its URL to the left of the domain-name suffix (by domain-name suffix, we mean “.org”, “.com”, etc.) or otherwise violate our intellectual property rights or the rights of any third party; or those Sites with content that is unlawful, harassing, discriminatory, obscene, pornographic, controversial, defamatory, threatening, harmful, or promotes violence.
We will inform you of the decision on your application. Unless we tell you otherwise, you may reapply if your application is not accepted.
2. Influencer / Ambassador Content and Attributes
2.a Content Release
For the Services which the Influencer / Ambassador is providing under these Terms, Influencer / Ambassador gives Sweetheart Apparel the irrevocable, sublicensable, worldwide right and permission to use any Work Product or other video, photo, written or verbal content Influencer / Ambassador shares or provides related to the Services in any manner, in whole or in part, and for any purpose in any and in any and all media, including and without limitation, on Sweetheart Apparel owned or controlled websites and platforms, social media, any advertising materials, publications, marketing materials, and/or presentations, and in any and all other media, in perpetuity. Any statements, posts and/or feedback that Influencer / Ambassador provides may be paraphrased, amplified, shortened and/or put into conversational form.
Influencer / Ambassador acknowledges that participation in the Services means Sweetheart Apparel can use Influencer’s / Ambassador’s related content and include Influencer’s / Ambassador’s name/likeness/social media handle or channel/blog name and any other Influencer / Ambassador attributes in any manner that Sweetheart Apparel determine supports the purposes of these Terms, including use in any media that accepts advertising or promotional content or communications (such as, but not limited to, digital, print, television or radio).
Influencer / Ambassador agrees that Influencer / Ambassador will not hold Sweetheart Apparel, or their respective licensees, responsible for any liability resulting from their use of Influencer’s / Ambassador’s Content in accordance with the terms hereof. Sweetheart Apparel shall not be liable for any indirect, consequential, exemplary damages (including but not limited to lost profits) and the combined, aggregate liability of Sweetheart Apparel hereunder shall not exceed the fees payable to Influencer / Ambassador under the Term Sheet.
3. Designing and Operating Your Site
3.a SweetheartApparel.com Material
If your application is accepted, you will receive access to a SweetheartApparel.com Control Center (“Control Center”). Through your Control Center, you may obtain SweetheartApparel.com Material, defined as the proprietary content of Sweetheart Apparel, LLC and content that we have the right to sublicense to you. Some examples of SweetheartApparel.com Material are graphics (such as banners, icons, and buttons), images, and/or text and product prices for display on your Site and for creating hyperlinks between your Site and our Site (www.SweetheartApparel.com).
You may choose which SweetheartApparel.com Material to display on your Site or Social Media. You may not obscure any elements of or alter the SweetheartApparel.com Material from the form provided by your Account Manager.
You may obtain SweetheartApparel.com Material only through your Account Manager.
3.b Use of Our Name and Trademarks
You agree to spell our name only as Sweetheart Apparel or SweetheartApparel.com and to comply with all guidelines we provide regarding the use of trademarks. “Sweetheart Apparel” and “SweetheartApparel.com” are trademarks and/or service marks that are owned by Sweetheart Apparel, LLC. You agree that your Site’s domain name will not contain (either as all or as part of its name) the words “Sweetheart Apparel” or a misspelling thereof.
3.c Distinguishing Your Site from Our Site
We already have our own Site. We want Influencers / Ambassadors with unique styles. You agree that your Site or online presence will not copy our Site or resemble the look and feel of our Site. You agree that your Site will not create the impression that it is our Site or a part of our Site. You agree that you will not refer to SweetheartApparel.com or our Site as “we” or “us” or in any other first-person or possessive form. You also agree that you will not copy or display any graphic, image, or text from our Site, unless it is expressly provided to you through your Account Manager.
3.d Your Responsibilities
Your Site & online presence is yours. We assume no responsibility for any aspects of your online presence. You are solely responsible, at your expense, for the development, operation, and maintenance of your online presence and for all materials that appear on it.
We recommend you communicate with your Account Manager frequently to ensure that your Site includes current SweetheartApparel.com Materials (including prices of our products).
4. Your Behavior Relating to the Program
Pursuant to the terms and conditions of this Agreement, if you are admitted to the Program you may also choose at your expense to have contact with others both on and off your Site.
You agree to all of the following in all of your offline and online behavior with regards to the Program:
4.a. Distinguishing Us from You
You agree not to create the impression you are an agent or employee or franchisee of Sweetheart Apparel, LLC, or any of its affiliated companies, or that your Site is our Site or a part of our Site, or that your advertisement or communication is our advertisement or communication. You agree not to refer to Sweetheart Apparel, LLC, or any of its affiliated companies, or our Site as “we” or “us” or in any other first-person or possessive form. You agree not to use or display any graphic, image, or text from our Site unless your Account Manager expressly provides it to you.
4.b. Agreement Not to Mislead
You agree that you will not mislead customers as to the products or services available on our Site. You agree that you will not create any links that lead the customer to a destination Site that is not clearly suggested by the content of the starting Site. You shall not, in any way, utilize pop-over advertisements or spyware to promote your Site or our Site.
4.c. Agreement Not to Offer Discounts or Coupons Relating to Us
You agree not to promote Sweetheart Apparel, LLC, on any customer cash-back or any other type of “loyalty” or “incentive” program, unless you have received a specific written exemption from Sweetheart Apparel, LLC.
The intention of the Sweetheart Apparel Influencer / Ambassador program is to reward those who can send converting customers to SweetheartApparel.com through their own efforts. You may do this through the use of your own social media presence, your own blog or website, or other online means you own.
You agree not to promote Sweetheart Apparel, LLC through the use of coupon sites, promotional code sites, discount code sites, etc... If provided a unique discount code, you agree not to submit your code to these types of "coupon" sites in order to garner traffic and sales commissions. If your discount code is found on such a site, your discount code will be deactivated, and you may or may not be issued a new one. If it is found you have intentionally violated this term, we reserve the right to invalidate all sales commissions attributable to such behavior, and remove your participation from the Sweetheart Apparel Influencer / Ambassador Program.
4.d. Agreement to Truthful Descriptions
You may truthfully describe our Site policies, products, and services, provided that you refer to them as SweetheartApparel.com policies and not as “our” policies or in any other first-person or possessive form. Except as expressly authorized by us to you in writing, you agree not to make any other representations, warranties, or other statements concerning us, our Site, any of our products or services, or our Site policies.
4.e. Agreement to Use Trademarks and Materials Properly
You agree not to use or display the SweetheartApparel.com Trademarks or the SweetheartApparel.com Materials in any way that is misleading, obscene, defamatory, or otherwise potentially damaging to our reputation or goodwill, as determined by us in our sole discretion. You agree not to use or display the SweetheartApparel.com Materials or SweetheartApparel.com Trademarks to express or imply any endorsement of your Site or you, except to acknowledge your participation in the Program.
4.f. Accurate and Lawful Communications and Advertisements
You agree that it is your sole responsibility to ensure the accuracy of each of your communications and advertisements (including but not limited to the description of what products we carry at the time of your representation); to ensure that your actions, communications, and advertisements are not obscene, defamatory, or otherwise illegal; and to ensure that your actions, communications, and advertisements do not violate any law, rule, or regulation (including but not limited to laws of unfair competition, anti-discrimination, and false advertising), or infringe upon the rights of any third party (including but not limited to rights of copyright, trademark, privacy, publicity, and other proprietary rights).
4.g. Limits on Referring Visitors to Us, and Limits on Using Our Materials and Trademarks
You agree not to promote Sweetheart Apparel, LLC, or the products sold on SweetheartApparel.com, or to use SweetheartApparel.com Materials or SweetheartApparel.com Trademarks, or to link to our Site, through unsolicited emails or facsimiles; through hidden frames; or through mouse-trapping. You agree that you require our prior written permission before you may use pop-up or pop-under advertising anywhere (except your Site) to promote our products or us or to use our Materials or Trademarks or to link to our Site. You agree not to frame visitors’ access to our Site from any other Site.
You agree to comply with all laws regulating the sending of email, including but not limited to the federal CAN-SPAM Act.
You will receive a commission in connection with qualifying sales. For a sale to generate a commission, the customer must follow a properly formatted link (“Link”) to our Site, purchase the product using our online system, and pay us in full. You will receive a commission on Net Sales for such customers. “Net Sales” is the amount received by us from the customer, that includes deductions for discounts or coupons, less the amount collected by us for taxes, duties, shipping, and handling. Your precise payout rate is or will be set forth in the Program Terms.
To enable us to credit you with commissions, you must properly format the links to our Site. Proper formatting includes but is not limited to the use of the appropriate URL for each link to our Site. We will not be liable for your failure to properly format links to our specifications.
You are entitled to a commission only if the system tracks the customer from the time the customer clicks on a Link to our Site to the time of sale. We are not responsible or liable for a customer’s deletion of a required cookie, or to failures in tracking technology. You will receive a commission only if the customer purchases product from our Site within a certain number of days after clicking a Link.
Commissions are subject to “Charge-back” provisions. We have no obligation to pay or authorize commissions for orders placed after the termination of this Agreement. You are not entitled to a commission for referrals resulting directly or indirectly from your violation of any term or condition of this Agreement. We have no obligation to pay or authorize commissions to the extent you have failed to communicate with your Account Manager and you do not reflect the current price for any products. For the avoidance of doubt, we reserve the right to reverse commissions for referrals resulting directly or indirectly from your violation of any term or condition of this Agreement.
6. Orders, Visitors, and Customers
You will receive a commission on qualifying sales, pursuant to this Agreement, but you agree that we will process all orders placed by customers at our Site. Sweetheart Apparel, LLC and its affiliated companies will handle the order, process payments, fulfill the order, and handle cancellations, returns, and customer service. You agree that those who visit our Site, whether or not they place orders, are our exclusive customers in all their contact with our Site, regardless of how they arrived at our Site. SweetheartApparel.com rules and policies apply to all visitors to our Site. At our sole discretion, we may change these rules and policies at any time, with or without notice to you.
7. Limited Licenses in SweetheartApparel.com Intellectual Property
Subject to the terms and conditions of this Agreement, and only if we approve your Application, and for the sole purpose of lawfully generating sales on our Site, we grant you a non-exclusive, non-transferable, revocable and limited license (without right to sublicense) to (1) reproduce and display the Sweetheart Apparel, LLC, Inc. logos, trademarks, service marks, trade names, and similar identifying material (“SweetheartApparel.com Trademarks”) and to reproduce and display the SweetheartApparel.com Materials provided by us to you by your Account Manager and as otherwise contemplated by this Agreement and (2) to access our Site through the Links provided by your Account Manager. We may revoke this license in whole or part at our sole discretion and at any time by notice to you. You agree to comply with any reasonable quality-control guidelines we provide to you, including but not limited to guidelines referring to the position, size, color, font, placement, and usage of trademark denotations such as ™ and ®, and other characteristics of our trademarks. This license terminates on the effective date of the termination of this Agreement, after which you agree to immediately cease using and remove from your Site and each of your communications and advertisements all Links, SweetheartApparel.com Trademarks, and SweetheartApparel.com Materials. You acknowledge that, except for the license expressly granted in this Agreement, you have not acquired and will not acquire any right, interest, or title to the Links, SweetheartApparel.com Trademarks, or SweetheartApparel.com Materials by reason of this Agreement or through the exercise of any rights granted you in this Agreement.
8. Additional Representations and Warranties
Each party represents and warrants to the other that (i) upon clicking “SIGNUP,” this Agreement will have been duly executed and delivered by it, and that the Agreement is a legal, valid, and binding obligation; (ii) the execution, delivery, and performance of this Agreement by it will not violate any law, rule, regulation, order, judgment, or decree to which it is subject; and (iii) the logos, copyrights, trademarks, and other proprietary rights of the other party are and shall remain the sole and exclusive property of that party, and neither party shall hold itself out as having any ownership rights with respect thereof, except as specifically permitted in this Agreement.
You represent and warrant that you have not and you shall not at any time challenge or assist anyone else in challenging the validity of or rights in any of the SweetheartApparel.com Trademarks, and you hereby agree that we have superior rights to you in all respects in all of the SweetheartApparel.com Trademarks.
You further represent and warrant that you shall not challenge any of the Sweetheart Apparel, LLC, domain names, including but not limited to www.SweetheartApparel.com and any domain name including the term “Sweetheart Apparel” or any misspelling of “Sweetheart Apparel.”
9. Disclaimer of Warranty and Limitation of Liability
Except as expressly set forth in this agreement, neither party makes any representations or warranties, express nor implied, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from a course of dealing or course of performance. In addition, neither party makes any representation that the operation of its site will be uninterrupted or error-free or as to any revenues or other economic or non-economic benefit that may accrue by reason of the other party’s participating in this agreement and neither party will be liable for the consequences of such interruptions or errors.
Sweetheart Apparel, LLC and its affiliated companies make no warranty, express or implied, regarding any goods or services purchased or obtained through the SweetheartApparel.com website or regarding any transactions entered into through the SweetheartApparel.com website, or the accuracy of any data on its site.
Sweetheart Apparel, LLC and its affiliated companies shall not be liable for direct, indirect, incidental, consequential, special, or exemplary damages, including without limitation, damages for loss of revenue or lost profits, arising from any provision of this agreement, even if Sweetheart Apparel, LLC and/or its affiliated companies know or should know of the possibility of such damages. Our maximum aggregate liability shall not exceed the total commission amount payable to you pursuant to this agreement.
You agree to indemnify, defend, and hold harmless Sweetheart Apparel, LLC, its officers, directors, employees, agents, affiliates, licensors, successors, and assigns from, and against any claim, loss, proceeding, damage, cost, liability, or expense (including attorney’s fees and costs) (collectively, “Harms”), insofar as the Harms arise out of or are based on (i) the breach of any agreement, representation, or warranty under this Agreement, or (ii) any claim related to your Site; your communications, advertisements, sales, or marketing practices; or your use or misuse of any services or materials provided to you by us pursuant to this Agreement.
You agree to promptly inform us in writing of any information related to you that could reasonably lead to a claim, demand, or liability upon or against us, and of any demand, claim, or threat of claim by any third party.
11. Third-Party Disputes
Should any third party dispute your or our right to use any trademark, service mark, copyrighted material, trade dress, domain name, link, or any other proprietary right or item, you or we may, immediately upon seven (7) days’ notice, terminate this Agreement at your or our sole discretion.
12. Term and Termination
The term of this Agreement begins upon the acceptance of your application to the Program. This Agreement ends when terminated by either party. You may terminate this Agreement at any time, with or without cause, through the network automated system. Sweetheart Apparel, LLC may terminate this Agreement by providing a seven (7) days’ notice via the network service to You. This Agreement may be terminated immediately by Sweetheart Apparel, LLC in the event that Affiliate violates the Sweetheart Apparel, LLC Influencer / Ambassador Terms and Conditions. Sections 2, 5, 6, 7, 8, 9, 14, and 15 shall survive any termination of this Agreement.
We may modify these terms and conditions at any time, at our sole discretion with at seven (7) days written notice with effect on the 8th day. If you disagree with any modification, your only recourse is to terminate this Agreement. You agree that, if you continue to participate in the Program following a posted modification, your continued participation constitutes binding acceptance of the modified terms.
Each provision and section of this Agreement shall be considered severable. If a court or agency of competent jurisdiction rules any provision invalid, illegal, or otherwise unenforceable, such provision or section shall be given the maximum permissible effect in accord with the stated intention of the parties, and such unenforceability or invalidity or illegality shall not affect the remaining provisions of the Agreement, which shall continue with full force and effect and bind the parties according to its terms.
15. Our Relationship
Your relationship with us is that of an independent contractor. This Agreement does not create between us any agency, joint venture, sales representative, partner, franchise, or employee relationship. Neither party has the right or authority to make any obligation or responsibility on behalf of the other.
You agree that your involvement with us is for the purpose of lawfully and accurately directing to our Site those Internet users who have a good-faith intention to purchase products from us for their personal use.
You understand and agree that we may at any time, at our sole discretion, solicit customer referrals or sales from third parties on terms that may differ from these, and that we may link to Sites that compete with your Site (including sites that do not participate in the Influencer / Ambassador Program).
Headings in this Agreement are used for reference and do not affect the meaning of any terms or restrict the application of any section.
You agree to provide written notice under this Agreement to Sweetheart Apparel, LLC. You may send other correspondence to our address or via email to: contact@SweetheartApparel.com but you assume all risk of non-delivery and non-receipt. We will provide written notice at our discretion either to the mailing address or email address designated by you to us. When this Agreement refers to our “written notice” or “written permission” or “another writing”, it defines “written” or “writing” to include emails sent from us. You agree that we may send any email related to the Program to the addresses you provide to us.
You agree that you may not assign this Agreement, even by operation of law, and that unauthorized attempts shall be void. Subject to that restriction, this Agreement will bind, inure to the benefit of, and be enforceable against you and us and our respective successors and assigns.
Our failure to strictly enforce the performance of any provision of this Agreement does not waive our right to later enforce that or any other provision of this Agreement.
Notwithstanding the choice of law and venue, you agree that this Agreement shall be governed by the laws of the State of South Carolina applicable to contracts entered into and to be performed entirely within that State, without giving effect to the conflict of law principles thereof. All actions relating to this Agreement must be filed and resolved in state or federal court in Charleston County, South Carolina, and both parties hereby consent to the personal jurisdiction and venue of such courts. You agree to reimburse our costs and attorney’s fees if we prevail in any action to enforce or interpret this Agreement. You acknowledge that if we allege that you have violated any of the terms and provisions relating to Sweetheart Apparel, LLC’s intellectual property (including without limitation our trademarks, service marks, and copyrighted material), our remedies at law will not be adequate, and you agree to consent to the entry of an injunction during the pendency of any action brought by us relating to that intellectual property.
17. Entire Agreement
This Agreement contains the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous oral and written understandings and agreements between you and us.
The submission of your application shall constitute your agreement to be bound by the terms and conditions of this Agreement.
BY APPLYING FOR THIS SWEETHEART APPAREL PROGRAM AND CLICKING ON THE “SIGNUP” ICON BUTTON YOU ARE SIGNIFYING YOUR AGREEMENT TO BE PRESENTLY BOUND BY THE TERMS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT.