AMERICAN IMMIGRANT APPAREL PROGRAM

TERMS & CONDITIONS

OVERVIEW

By accessing, browsing, or otherwise signing up for the affiliate/influencer program, you represent that:

1.    You acknowledge that you have read, understand, and agree to these terms of use.

2.    You are at least 18 years of age to form a binding contract with American Immigrant Apparel

3.    You have the authority to enter into these terms personally or on behalf of the organization you represent. If you do not agree to be bound by these terms you may not access or sign up for the American Immigrant Apparel program

The terms of the Affiliate/Influencer Program (the “Agreement) is entered into by and between American Immigrant Apparel, a United States company that is operating under the jurisdiction of the United States of America, and the person or organization signing up for the Affiliate/Influencer Program (the “Affiliate/Influencer Partner”).  The “Effective Date” of this Agreement is the date on which you sign up for the Affiliate/Influencer Program.

In consideration of the terms and conditions included below, the parties agree as follows:

1.  PURPOSE

Subject to the terms and conditions of this Agreement, American Immigrant Apparel hereby grants to Affiliate/Influencer Partner during the term a limited, non-transferable, revocable, and non-exclusive right to market and refer American Immigrant Apparel products to prospective customers.

2.  PROGRAM SPECIFICS

A.   Commission

1a.  Affiliate Partner shall be entitled to receive a commission equivalent to 10% of each net sale made by customers using Affiliate’s personalized promotional code. American Immigrant Apparel reserves the right to alter this percentage at any time.

         i. The first payment will be sent to Affiliate once a minimum of $75 USD net sales have accrued from the Affiliates referred customers.

1b.    Influencer Partner shall be entitled to receive a commission equivalent to 15% of each net sale made by customers using    Influencer's personalized promotional code. American Immigrant Apparel reserves the right to alter this percentage at any time.

          i. Influencer Partner can receive an additional $25 bonus by referring another influencer to the American Immigrant Influencer program. Referral Bonuses will only be sent to Affiliate once they have had sales generated with their promotional code.

          ii Influencer Partner must have Instagram and Tik Tok accounts, and be willing to post American Immigrant Apparel content on both. 

2.    90 Day Cookie for Affiliate/Influencer’s link. The partner will be credited for any orders they receive within ninety (90) days of the original click placed by the customer.

3.    Affiliate/Influencer will receive credit on any orders within 35 days of the original click placed by referred customer.

4.    The commission is bounded by the net recurring revenue generated by the Affiliate/Influencer, including the changes or termination of its contract with American Immigrant Apparel. This refers to any change in subscription, including the increase and/or decrease of net revenue generated by the Affiliate/Influencer , as well as the termination of the Affiliate/Influencer contract with American Immigrant Apparel. 

B.   Payment Process

Upon reaching the average sale requirement ($75 USD), the Affiliate/Influencer will be paid out via Refersion/Paypal within thirty-five (35) days from the date of receipt of sales made from referred customers. Affiliate/Influencer can realize the commissions paid by American Immigrant Apparel in accordance with the terms and conditions applicable on the usage of its Refersion account. Once the commission is processed on American Immigrant Apparel’s end, American Immigrant apparel shall not be responsible for any failure of the Affiliate/Influencer to realize the commission amounts from their Paypal account. Additionally, Refersion shall be solely responsible for providing technical support to the Affiliate/Influencer for access and usage of their Refersion account.

C.   Negotiation Rights

Affiliate/Influencer partner agrees not to negotiate terms or make commitments on behalf of American Immigrant Apparel. American Immigrant Apparel shall collect the applicable sales revenue directly from the customer.

D.   Referral Commission Refunds

If American Immigrant Apparel makes a referral commission payment to Affiliate/Influencer in error, or if a qualified referral fails to make required payment for sales purchase to American Immigrant Apparel within five (5) days of the purchase date, or if the products purchased by the Affiliate/Influencer-referred customer is returned within thirty (30) days of purchase. American Immigrant Apparel shall be entitled to a refund of the corresponding referral commission payments made to such Affiliate/Influencer partner. American Immigrant Apparel may, in its sole discretion, chose to either offset such refundable amounts against commissions owed to American Immigrant Apparel or invoice Affiliate for the refundable amounts; invoiced amounts are due and payable within thirty-five days (35) days of the invoice date. American Immigrant Apparel right to a refund which American Immigrant Apparel has not notified Affiliate Partner will expire ninety (90) days after the one year anniversary of the start date of the applicable sale.

E.    Ineligible Referrals

When someone purchases products with American Immigrant Apparel, pursuant to the Affiliate/Influencer’s sales and marketing efforts in accordance with this Agreement, American Immigrant Apparel shall, at its sole discretion, determine if such subscriber is a Qualified Customer Referral. Referrals ineligible for a referral commission are set forth as per described below.

i. Using third-party websites such as coupon code or whole sale sites to promote Affiliate/Influencer's promotional code.

ii. Only the monthly net recurring revenue will be taken into account to calculate Affiliate/Influencer commission to be payed out to the Affiliate/Influencer.

iii. Referrals where the Affiliate/Influencer Partner has failed to follow the process set out in this agreement are not eligible for referral commission. 

iv. Referrals submitted by the Affiliate/Influencer Partner without using the Referral Link or before signing up for the Affiliate/Influencer Program are not eligible to receive any commissions under this Agreement.                  

3.  AFFILIATE/INFLUENCER PARTNER RESPONSIBILITIES

Affiliate/Influencer Partner represents and warrants that it shall:

i.       Not send unsolicited communications, junk email, spam or other forms of duplicative or unsolicited messages to leads.

ii.      Not use banners or links on newsgroups, chatrooms, message boards, banner networks, hit farms, guest books etc.

iii.     Not have more than one Refersion Account.

iv.     Use only materials given by American Immigrant Apparel Affiliate/Influencer Partner’s sales and marketing efforts.

v.      Not engage in excessive telemarketing activities for promoting American Immigrant Apparel

vi.     Not promote American Immigrant Apparel on sites containing unlawful, hateful, abusive or pornographic content.

vii.   Not promote American Immigrant Apparel by promoting incentive programs such cash back, vouchers, retro-commission, or any other derivative incentive programs aiming to offer a lower pricing than American Immigrant Apparel.

Including (“Standards”) and all applicable laws in the performance of its obligations under this Agreement.

4.  INTELLECTUAL PROPERTY RIGHTS

American Immigrant Apparel and its licensors retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to American Immigrant Apparel products.

5.  MARKETING

American Immigrant Apparel hereby grants Affiliate/Influencer Partner, a term based, territory based, revocable right to display, publicly perform and publish American Immigrant. Apparel trade name, logo or trademark (“Marks”) solely with regard to the promotion of the American Immigrant Apparel products to potential customers.

While in exercise of rights under this license, it shall be the responsibility of Affiliate/Influencer Partner to ensure that :

A. The Marks are used only to denote the origin and  ownership of  American Immigrant Apparel products.

B.  It will comply with American Immigrant Apparel effective policies (current or updated version thereof) relating to the use of its marks.

C.    It shall not materially modify the marketing materials provided by American Immigrant Apparel in any way that causes Affiliate/Influencer Partner to misrepresent the technical capabilities, features or functions of the American Immigrant Apparel products. It is clarified that Affiliate/Influencer Partner will not, by virtue of the foregoing license, acquire any right, title or interest in American Immigrant Apparel’ Marks or Products and all rights thereto are reserved by American Immigrant Apparel.

6.  CONFIDENTIALITY

Each party (as “Receiving Party”) will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to :

A. Not use any Confidential Information of the other party (the “Disclosing Party”) for any purpose outside the scope of this Agreement.

B. Except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. If Receiving Party is required by law or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notification and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. To the extent the information shared under this Agreement constitutes personal data as defined under applicable data protection laws, both Affiliate/Influencer Partner and American Immigrant Apparel will comply with the same. Any personal data of the Affiliate/Influencer Partner that American Immigrant Apparel may receive shall be processed in accordance with American Immigrant Apparel private policy which is included herein by reference.

7.  TERMINATION

This Agreement will continue until either party terminates this Agreement. American Immigrant Apparel may terminate this Agreement at any time without cause and without liability upon intimation to the Affiliate/Influencer Partner.

Affiliate/Influencer Partner may terminate this Agreement upon sixty (60) days written notice to American Immigrant Apparel. American Immigrant Apparel may also immediately terminate this Agreement for:

A.     Any breach of this Agreement by the Affiliate/Influencer Partner

B.     Any reach of Section 3.A of this Agreement

C.     Bringing in spam leads or failing to bring in sufficient Qualified Referrals who turn into paying Customers during the term of this Agreement.

D.     Bringing in leads with an abnormal amount of credit card rejection occurring extra-payment fees.

E.      Any case of fraud suspected or activity exploit terms and conditions as per described by the affiliate/influencer program agreement.

Effect of Termination

Upon termination of this Agreement, Affiliate/Influencer Partner agrees to cease all marketing and promotional activities and all further use of the American Immigrant Apparel products, and the parties shall return or confirm destruction of the other party’s Confidential Information provided pursuant to this Agreement.

8.  DISCLAIMER

American Immigrant Apparel may provide links or access to third party software or services. The use of any such third-party software and services are governed by the terms of the third-party provider and are binding on Affiliate/Influencer Partner. American Immigrant Apparel does not provide any warranties and has no liability or obligations to the Affiliate/Influencer Partner, with respect to usage of such third-party software and services including the Refersion Account created by the Affiliate/Influencer Partner.

9.  INDEMNIFICATION

Affiliate/Influencer Partner will indemnify and hold American Immigrant Apparel and its affiliates/influencers harmless against any claim brought by a third party against American Immigrant Apparel and its respective employees, officers, directors, and agents arising from or related to use of the Marks by Affiliate/Influencer Partner in breach of this Agreement.

10. LIMITATION OF LIABILITY

A. Neither party shall be liable for any exemplary, special, indirect, consequential or incidental damages of any kind (including without limitation lost profits, loss of use, loss of business, or loss of profit or revenue), even if such party has been advised of the possibility of such damages. The limitations on either party’s liability under this section shall not apply to lability for death, personal injury of a physical nature or damage to tangible property caused by either party’s gross negligence or intentional misconduct.

B. American Immigrant Apparel’ aggregate liability under this agreement, regardless of the form of action, will not exceed the commission paid to affiliate/influencer partner by American Immigrant Apparel’ in the 6 (twelve) months preceding the claim.

The foregoing states the entire liability of each party with regard to this agreement, the products provided hereunder.

11. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the U.S., without regard to conflict of laws principles. Any dispute or claim arising out of or relating to this Form shall be determined by arbitration in the U.S. The arbitration shall be administered by U.S. competent authority pursuant to its arbitration rules and procedures.

12. MISCELLANEOUS

A. Injunctive Relief:

The Affiliate/Influencer Partner expressly agrees that American Immigrant Apparel shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by the Affiliate/Influencer Partner. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the American Immigrant Apparel may otherwise have under law.

B. Non-solicitation:

During the Term and one (1) year thereafter, Affiliate/Influencer Partner shall not, either directly or indirectly engage with a American Immigrant Apparel Employee outside the scope of this Agreement; or induce a American Immigrant Apparel employee to terminate their employment. “American Immigrant Apparel Employee” shall mean and include the Employees or consultants of American Immigrant Apparel its holding, subsidiaries and affiliates/influencers.

C. No Assignment:

Except to its affiliates/influencers and/or within group companies, neither Party shall assign any part of this Agreement or its respective rights or obligations under this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld). Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

D. Modifications:

From time to time, American Immigrant Apparel may modify this Agreement. Unless otherwise specified by American Immigrant Apparel changes become effective for Affiliate/Influencer Partner after the updated version of this Agreement goes into effect.

E. Severability – No Waiver:

If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of this Agreement shall remain in effect. Delay or non-exercise of any right under or provision of this Agreement by either party does not constitute a waiver of that right or provision of this Agreement.

F. Survival:

Sections 4 (Intellectual Property), 5 (Marketing), 6 (Confidentiality), 9 (Indemnification), 10 (Limitation of Liability), 11 (Governing Law), 12 (F) (Survival), 12 (H) (Notices), 12 (I) (Entire Agreement) and will survive any termination of the Agreement. Termination of this Agreement will not limit either party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.

G. Relationship between the Parties:

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.

H. Notices:

All notices to be provided by either Party to the other under this Agreement may be delivered in writing by email or postal delivery service (“Courier”) to the contact mailing address provided by the parties.

I. Entire Agreement:

This Agreement, together with American Immigrant Apparel’ Business Partner Standards of Conduct constitutes the entire agreement and supersede any and all agreements between American Immigrant Apparel and Affiliate/Influencer Partner with regard to the subject matter hereof.

13. DEFINITIONS

13.1 Customer means a Qualified Referral that has entered into an agreement with American Immigrant Apparel to procure the American Immigrant Apparel products pursuant to the Affiliate/Influencer Partners marketing and promotional activities under this Agreement.

13.2 Affiliate/Influencer Program means the program initiated by American Immigrant Apparel where entities and persons who sign up as Affiliate/Influencer Partners are required to market and refer eligible American Immigrant Apparel products to prospective customers in consideration for a commission from American Immigrant Apparel.

13.3 Refersion Account means the account created by the Affiliate/Influencer Partner with American Immigrant Apparel which it uses to realize the commissions paid under this Agreement.

American Immigrant Apparel Privacy Policy

This Privacy Policy describes how your personal information is collected, used, and shared when you visit or make a purchase from www.aiapparelny.com (the “Site”).

PERSONAL INFORMATION WE COLLECT

When you visit the Site, we automatically collect certain information about your device, including information about your web browser, IP address, time zone, and some of the cookies that are installed on your device. Additionally, as you browse the Site, we collect information about the individual web pages or products that you view, what websites or search terms referred you to the Site, and information about how you interact with the Site. We refer to this automatically-collected information as “Device Information.”

We collect Device Information using the following technologies:

• “Cookies” are data files that are placed on your device or computer and often include an anonymous unique identifier. For more information about cookies, and how to disable cookies, visit http://www.allaboutcookies.org.
• “Log files” track actions occurring on the Site, and collect data including your IP address, browser type, Internet service provider, referring/exit pages, and date/time stamps.
• “Web beacons,” “tags,” and “pixels” are electronic files used to record information about how you browse the Site.

Additionally when you make a purchase or attempt to make a purchase through the Site, we collect certain information from you, including your name, billing address, shipping address, payment information (including credit card numbers, email address, and phone number. We refer to this information as “Order Information.”

When we talk about “Personal Information” in this Privacy Policy, we are talking both about Device Information and Order Information.