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Affiliate Agreement

Beddley Affiliate Program Operating Agreement

PLEASE CAREFULLY READ THE ENTIRE AGREEMENT. THIS IS A LEGAL AGREEMENT BETWEEN YOU (“Affiliate”) AND BEDDLEY.COM.

This Affiliate Program Operating Agreement (“Operating Agreement”) contains the terms and conditions that govern your participation in the Affiliate Program of Beddley.

BY PARTICIPATING IN OUR PROGRAM, 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. BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON OUR WEBSITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT AND OUR Privacy Policy; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT EITHER ON YOUR OWN BEHALF OR ON BEHALF OF YOUR COMPANY (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT; AND (D) IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.

DEFINITIONS
Beddley”, “The Company”, “we”, “us” or “our” refers to Beddley and our affiliate companies.

You” or “Your” refers to the Affiliate, Media Partner, Partner or Publisher advertising links/promotions of Beddley.

Program” or “Affiliate Program” refers to the Beddley Affiliate Program.

Misspellings” refers to misspellings of Beddley such as Beddly, Beddlay, Bedly, Bedley, Bedlay, Bedllay, Bedlly, etc.

Customer” refers to the user sent to the Beddley website via an affiliate link.

Our Website” refers to “www.beddley.com”, “Beddley.com” and any other Beddley website that may be hosted on a different domain and any future Beddley apps.

Your Material” or “Your site” refers to your website, web pages, social media profiles, email channels, app(s) or other online services that link to Our Website and is approved by Beddley.

Site” means a website.

"Commission" means earnings for a successful and verified sale of product on Our Website by a customer using your referral link.

1. Description of the Program
The purpose of the Program is to permit you to advertise our products on your site and earn commissions for Qualifying Purchases made by your end users. A “Product” is any item sold on our website. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, other linking tools, and other information in connection with the Program. We provide this Agreement in addition to any other conditions that may apply when participating in our program.

By participating in our Affiliate Program, you are agreeing to this Agreement and our Privacy Policy. If you do not agree, we advise you not to apply to and/or participate in our Affiliate Program.

Any breach of the Beddley Operating Agreement may lead to your immediate removal from the affiliate program and permanent exclusion, at Beddley’s sole discretion. Beddley may also withhold or cancel commissions for all orders that don't comply with this Agreement.

Beddley may at any time and for any reason (a) update or discontinue the Affiliate Program; and (b) update this Agreement. Beddley will inform you of any material changes to this Agreement. Thereafter, your continued participation in the program after the new Agreement takes effect represents to us that you accept the updated Agreement in its entirety.

2. Enrollment
To begin the enrollment process, you must submit a complete and accurate Program application. You must identify your website(s) in your application. We will evaluate your application and notify you of your acceptance or rejection. We reserve the right to reject any application if we determine that your site is unsuitable for our Affiliate Program for any reason.

Including all the websites you use and your social media profiles will allow us to make an informed decision. It is prohibited to operate more than one account in our program without prior approval.

Unsuitable websites or platforms include those that:
(a) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other harmful computer programs such as those intended to damage, interfere with, intercept or expropriate any data, information or personal information;


(b) contain or use software/technology that attempts to intercept, divert or redirect internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from other affiliates in our program;


(c) promote violence or contain violent materials;


(d) promote or has any content that is libelous, defamatory, threatening, harassing, obscene, harmful to minors, or contain nudity, pornography or sexually explicit material;


(e) promote discrimination, or employ discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation or age;


(f) include Beddley, any trademark of Beddley’s or variations or misspellings thereof, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site;


(g) violate, infringe or assist others to infringe on our or any other individual's copyright, trademark or other intellectual property rights, publicity, privacy, or any other rights;


(h) share links to any illegal audio/video download sites;


(i) share links in eBooks or PDFs without prior approval;


(j) violate any law, rule, regulation or promote/undertake illegal activities;

If we reject your application, you may reapply at any time. However, if we already accepted your application and later determine that your site is unsuitable, we may terminate this Operating Agreement at any time at our sole discretion.

You must ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications, approvals, and other communications relating to the Program and this Operating Agreement to your email address on file and 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.

2.1. Program Requirements
By participating in the Program, you agree that you will comply with the Affiliate Program Participation Requirements and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Operating Agreement (collectively, “Operational Documentation”).

Your acceptance into our Program means you agree to the following:

(a) You will only use linking code obtained from the affiliate interface without manipulation. You may shorten the code provided in the affiliate interface using URL shortener services. 
(b) All domains using your affiliate link must be listed in your affiliate profile.
(c) Your website will not in any way copy, resemble or mirror the look or feel of our website. You will also not use any means to create the impression that your site is our site including, without limitation, framing our website in any manner.
(d) You may not create or design your website or any other website that you operate, explicitly or implied in a manner to resemble or mirror our website.
(e) You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. You will not attempt to mask the referring url information (that is, the originating page of the click).
(f) You are prohibited from using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain.
(g) If you redirect links to hide or manipulate their origin, your current and past commissions will be voided or your commission level will be set to 0%. This does not include using “out” redirects from the same domain where the affiliate link is placed.

3. Compliance With The Agreement
Beddley reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use as needed, to comply with the guidelines provided to you.

3.1 We reserve the right to monitor, crawl and otherwise investigate your site as necessary to verify compliance with the terms and conditions of this Agreement and to ensure your site is up-to-date. We may recommend necessary changes to your site that could enhance your performance or request that your links to our website be appropriate. If you do not make the changes we recommend, we reserve the right to terminate your participation in the Beddley Affiliate Program.

3.2 You hereby consent to us monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Special Links (e.g. that a particular customer clicked through a Special Link from your site before buying a Product on our website) in accordance with our Privacy Notice.

3.3 You will provide us with any information that we may request to verify your compliance with this Operating Agreement or any Operational Documentation. If we determine that you have not complied with any requirement or restriction described in this Operating Agreement or any other Operational Documentation, we may (in addition to any other rights or remedies available to us): (a) withhold any commission payable to you under this Operating Agreement; (b) close any other accounts you may have or may open in the future, without payment of any commission; (c) terminate this Operating Agreement; or (d) undertake all of the above actions.

3.4 It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. 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.

3.5 Maintenance and updates to your site are your responsibility. We will monitor for FTC compliance to ensure disclosures are adequately added.

3.6 Beddley reserves the right to terminate this Agreement and your participation in the Beddley Affiliate Program immediately and without notice should you commit fraud in your use of the Beddley Affiliate Program or abuse this program in any way. If such fraud or abuse is detected, Beddley shall not be liable to you for any commissions for such fraudulent sales.

4. Links on Your Site
Upon acceptance into the Program, links will be made available to you through the affiliate network interface on the ShareASale platform. You may display Special Links on your site. “Special Links” are links to our website that you place on your site in accordance with this Operating Agreement, that properly track, report, and accrue your commissions.

We will have no obligation to pay you commissions if you fail to properly format the links on your site to our website as Special Links, including to the extent that such failure may result in any reduction of commission amounts that would otherwise be paid to you under this Operating Agreement.

If you wish to include Special Links in a software application designed and intended for use on mobile phones, tablets, or other handheld devices (“Mobile Application”), you must include the name of the Mobile Application and the link to your Mobile Application in your application to the Program.

5. Commission On Sale

Beddley and Affiliate agree to the commission based on the Program’s terms available on Beddley’s affiliate network platform, ShareASale at www.shareasale.com.

In the event 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 commission payable to you under this Operating Agreement.

6. Order Processing
We will process orders placed by customers who follow Special Links from your website to Our Website. We reserve the right to reject orders that do not comply with any requirements on our website, as they may be updated from time to time. The volume and amount of Qualifying Purchases generated by your website are automatically tracked by ShareASale for reporting and for commission accrual purposes, and you will be able to obtain reports summarizing those Qualifying Purchases on the ShareAsSale platform.

Customers sent to The Company must be the end user of the product. If Affiliate is placing order on behalf of the customer, approval of this promotional method must be obtained from The Company.

6.1 Policies and Pricing
Customers who buy The Company’s products through the Affiliate Program will be deemed to be customers of The Company. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for our products sold under the Affiliate Program in accordance with our own pricing policies. Our prices and product availability may vary from time to time. Price changes may affect products that you already have listed on your site. Hence, we recommend not including price information in your product descriptions and do update pricing frequently.

7. Pay-Per-Click (PPC) Bidding Rules / Online Advertising Guidelines


We take BRAND PROTECTION and REPUTATION PROTECTION very seriously.

You are free to promote your own site(s). If you participate in online advertising, such as Google or Facebook Ads, you must adhere to our Online Advertising Guidelines.

You are PROHIBITED from doing any of the following without prior written consent from Beddley:

(a) Bidding on the Beddley branded/trademarked terms, their derivatives or on broad-match based on branded/trademarked terms (in search engines or social media advertising, such as Google AdWords, Facebook, Instagram, Yahoo/Bing, etc), including (but not restricted to) our domain name, our company name, our logo and our trademarks or registered urls, including any variations, derivatives, abbreviations or Misspellings of Beddley (e.g., “beddly").

Prohibited Paid Search Placement includes using keywords, search terms, or other identifiers (including Proprietary Terms) that include the phrases “easy-change duvet cover(s)” or “revolutionary (easy-change) duvet cover(s)” or “3-sided zipper(ed) duvet cover" or "three-sided zipper(ed) duvet cover” or "effortless duvet cover”, including any variations. This is by no means an exhaustive list and is subject to change at any time.

(b) Engaging in TM+ (plus) bidding; that means you may not use our trademark, domain name, brand terms or any misspellings in sequence with any other keyword (e.g. Beddley Coupon). 

(c) Using our trademarked terms in your ad title, ad copy, display name, ad extensions or in your display url nor may you CLOAK or MASK these URL’s in online advertising campaigns. 

(d) Using direct link to our website from any online ad or using redirects that yield the same result (i.e. URL hijacking). Customers must be directed to an actual page on your website. 

(e) Using the same tone, text, or images as our current or past ads. All paid ads need to have a different look and feel than Beddley’s current or past ads; you may not use the word “official” in connection with the Beddley name in domain names, search ads, or on landing pages. 

If you automate your online advertising campaigns, it is your responsibility to exclude our trademark, brand and misspelled terms from your program. We highly recommend you add our trademark, brand and misspelled terms as negative keywords.

We have a ZERO TOLERANCE policy on online advertising trademark bidding. If you are unsure whether a term is trademarked, branded or misspelled, it is your responsibility to reach out to us to find out. Affiliates may email AffiliateManager@beddley.com. You will forfeit all commissions for a minimum of 30 days and your commission will be set to 0% without warning if you engage in online advertising trademark bidding that uses our trademark, brand or misspelled terms without prior written consent. 

8. Spam
Affiliate agrees to not utilize SPAM in promoting The Company. This action will result in the immediate termination of Affiliate account with a cancellation of any pending commissions. Affiliate will also be in violation of The Company’s Affiliate Agreement and subject to legal action and be held liable for any financial loss incurred by The Company. Any service interruptions to The Company’s website as a result of Affiliate’s spamming will be billed to Affiliate at 500 U.S. dollars per hour until service is restored.

For the purpose of this agreement, SPAM is defined as sending unsolicited email to anyone, in bulk or by single mailing, about Beddley. The ONLY exceptions to this are:

(a) Mailing to APPROPRIATE OPT-IN mailing lists where the source does the mailing on Affiliate's behalf. We suggest you use extreme caution when choosing an opt-in mailing list service. Using anything but the most reputable sources could generate spam complaints against Affiliate resulting in suspension or termination.

(b) You may include information on Beddley in email acknowledgement messages for orders and inquiries that you receive, so long as it is stated upfront that you will be sending them an acknowledgement.

(c) You may use mailings to customers to promote Beddley so long as the recipient is already volitionally a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings.

8.1 Beddley also considers any type of advertisement about Beddley posted to a Newsgroup or Chat Room or cross-posting to multiple newsgroups at once to be spam.

8.2 You may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may post to newsgroups to promote Beddley ONLY if the newsgroup specifically welcomes commercial messages but do so in moderation; do not spam any group.

8.3 At all times, you must clearly represent yourself and your web sites as independent from Beddley. If it comes to our attention that you indulge in spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Beddley 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. Parasitic Marketing
Affiliate shall not transmit any so-called “interstitials”, “Parasiteware™”, “Parasitic Marketing”, “Shopping Assistance Application”, “Toolbar Installations and/or Add-ons”, “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited our website (i.e. no page from our website or any of our content or branding is visible on the end-user’s screen).

For the purpose of this Operating Agreement, “Parasiteware™” or “Parasitic Marketing” shall mean an application that (a) through accidental or willful intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing pop-ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Bing, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) sets commission tracking cookies through loading of Beddley.com website in IFrames, hidden links and automatic pop-ups that open Beddley.com site; (d) targets text on websites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application.

10. Coupon Guidelines

If your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:

(a) You may ONLY advertise coupon codes that are provided to you through our affiliate program or network.

(b) It is prohibited to post any information about how to work around the requirements of a coupon/discount/promotion (i.e., the requirement that a person be a first-time customer). A violation will result in your removal from the Program.

(c) Coupons must be displayed in their entirety with the full offer, valid expiration date and code.

(d) You are not permitted to use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).

(e) You are not permitted to advertise coupon codes that you did not obtain from our affiliate marketing channel, including coupon codes from our marketing emails, paid search or any other non-affiliate advertising campaigns, unless the codes are also provided in our affiliate marketing channel.

(f) You may not give the appearance that any ongoing Beddley promotion requires clicking from your website in order to redeem. For example, if free shipping at checkout is offered to all customers, you may not turn this into an offer that infers that the customer must click from your site to get this deal.

10.1 Cookie Stuffing/Forced Clicks
You must not mislead customers into clicking on an offer or coupon that does not exist or practice similarly deceptive tactics that are generally known as "cookie stuffing or forced clicks”. These include, but are not limited to:

(a) Using expired or non-existent offers, or non-affiliate offers.

(b) Using tactics that a user must first click on a link to activate or receive an offer.

(c) Presenting a button that claims to show all offers that sets the affiliate cookie in the background.

(d) Technology that generates a click or sets the cookie from the action of copying a coupon code or through a pop-under.

If your website ranks on the first page of Google for terms related to our website or company name combined with words such as coupon, coupons, coupon code, promo code, sale, sales, discount, etc. and/or your conversion rate exceeds 0.20%, you may be offered a lower commission than our standard rate to offset the reduced profitability of orders. Be reminded that violating our PPC Guidelines stated in Section 7 of this Operating Agreement will result in termination of affiliate.
 
10.2 Coupon Attribution & Authentication

Affiliates whose primary business is posting coupons, who are viewed by the program as being a coupon site and/or who are tagged as “coupon” in our system, will not be paid commission for any sales generated without a corresponding valid coupon promotion or code.

Valid promotions and codes are defined as those that are made available to the affiliate channel in general, through newsletters to affiliates or the coupon inclusion list on ShareASale.com or to that affiliate directly or privately. Coupon codes that are fake, expired, or not made available to the affiliate are not considered valid codes and the affiliate will not be given commission on these orders. These orders will be cancelled, zeroing out commissions for improper use. The affiliate may be terminated for misrepresentation.

11. Contests and Promotions:
As an Affiliate, you will be entitled to participate in and promote on your site any sweepstakes, giveaways, contests, and special promotions we may offer. You will be entitled to earn commissions as set forth.

Only offers and promotional tools provided explicitly by Beddley for use on an affiliate site are valid.

The unauthorized use of promotional offers taken from another website is strictly forbidden and may result in the termination of this Agreement.

12. Sub-affiliate Networks
You may promote Beddley through a sub-affiliate network only with Beddley’s pre-approval of each sub-affiliate and you must be transparent about where traffic from your sub-affiliates originate. Sub-affiliate networks must ensure that all sub-affiliates promoting the Beddley Affiliate Program adhere to this Operating Agreement. This includes restrictions on advertising through toolbars, browser extension, and through any paid placements such as a pay-per-click campaigns. Sub-affiliate networks must also seek our approval prior to allowing any type of coupon sub-affiliate to promote the Beddley Affiliate Program.
 
Failure to comply with our sub-affiliate network agreement may result in a loss and/or reduction of commissions from sales made through any sub-affiliate that does not comply with our Operating Agreement.
 
13. Domain Names

Use of any of our trademarked terms as part of the domain or sub-domain for your site is strictly PROHIBITED.
 
14. Email Advertising & Publicity

You will not issue any press release or create any marketing material that states or implies that you are a “partner” with Beddley or have any relationship other than as a member of our affiliate or influencer programs. If you intend to promote our Program via e-mail campaigns, you must:

(a) Abide by the CAN-SPAM Act (Public Law No. 108-187) with respect to our Program, including a working unsubscribe link in every email;

(b) Send e-mail on your own behalf and not imply that the e-mail is sent on behalf of Beddley; send copies of all emails to AffiliateManager@beddley.com.

For more information about CAN-SPAM please review https://www.ftc.gov/tips-advice/business-center/guidance/can-spam-act-compliance-guide-business
 
15. Social Media
You may promote on Facebook, Instagram, Pinterest, Twitter, Twitch, YouTube and other social media platforms following these general guidelines:

(a) You are ALLOWED to promote offers to your own lists; you may use your affiliate links on your own social media pages.

(b) You are PROHIBITED from posting your affiliate links on Beddley’s Facebook, Instagram, Pinterest, YouTube, Twitter, and other company social media pages in an attempt to turn those links into affiliate sales.

(c) You are PROHIBITED from running any social media ads with Beddley’s company name or other trademarks without written approval.

(d) You are PROHIBITED from creating social media accounts, pages, or posts that in any way copy, resemble, mimic, represent, or mirror the look and feel of our social media accounts, pages, or posts. You will also not create the impression that your accounts, pages, or posts are Beddley’s accounts, pages or posts.

16. Disclaimer
Beddley makes no express or implied representations or warranties regarding Beddley’s website or the products provided therein, any implied warranties of Beddley’s 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.

17. Limitations of Liability
We will not be liable 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 Beddley’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.

18. Indemnification
You hereby agree to indemnify and hold harmless Beddley 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.

19. Confidentiality
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.

20. 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. Amongst other things, you are solely responsible for:

(a) ensuring descriptions, reviews, and articles on your site comply with applicable copyright, FTC disclosure and other laws;

(b) displaying Special Links and content throughout your site as you see fit and in compliance with this Operating Agreement and the Operational Documentation 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 materials on your site, including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links; and ensuring the accuracy, completeness, and appropriateness of such;

(d) using 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);

(e) using materials on or within your site in a manner that is not harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous or otherwise in any manner whatsoever;

(f) disclosing on your site accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers.

We will not be liable for these matters or for any of your end users’ claims relating to these matters, 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 material that appears 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, and all other matters described in this section; (c) your use of any content, whether or not such use is authorized by or violates this Operating Agreement, any Operational Documentation, or applicable law; (d) your violation of any term or condition of this Operating Agreement or any Operational Documentation; or (e) your or your employees' negligence or willful misconduct.


21. Non-disparaging Conduct
You are legally responsible for your opinions, feedback and content material whenever you elect to go public; you may be held individually liable for any commentary deemed to be libelous, obscene or defamatory, or proprietary to or owned by us or any other person or entity.

21.1 You agree not to depict Beddley or use its proprietary materials in a manner that is inconsistent with the instructions furnished under this Agreement, or in a manner that is disparaging, misleading, obscene or that otherwise portrays us in a negative light. Failure to comply shall be considered a breach of this Agreement and could lead to an immediate termination of this Agreement.

21.2 You agree not to engage in any activity which may bring you or us into contempt, disrepute, scorn or ridicule, or may shock, insult or offend public morals or decency.

21.3 You shall not engage in (a) any act which may incite, encourage or threaten physical harm to another, including but not limited to conduct that promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; (b) performance in any pornographic medium, including without limitation to pornographic films; (c) nudity in any medium; (d) criminal, indecent, vulgar, profane, hateful, racially or ethnically offensive, threatening, obscene, lewd, lascivious, violent, harassing, or otherwise objectionable conduct; and (e) smoking marijuana or using illegal drugs.


22. Reversal & Communication Policy
Beddley reserves the right to reverse orders/commissions due to order cancellations, duplicate tracking, disputed charges, returns and program violations as outlined in these terms and conditions.
You agree to respond in a timely, honest and transparent manner if we request clarification or more information on any orders or clicks we suspect may be in violation of this Agreement. Engaging in any of the following is a violation of our communications policy:

(a) not cooperating, being intentionally vague or discovered lying.
(b) not responsive within a reasonable time period and after multiple attempts to contact you with information listed in your network profile.
(c) inability to substantiate or validate the source of your traffic to our program with clear and demonstrable proof.

If any of the above is applicable, we reserve the right to reverse orders/commissions, set your commission to 0% or suspend you from the program.

Each affiliate is responsible for ensuring the appropriate checks and balances are in place to proactively address such issues and adhere to our Program rules. If you breach any of these Terms, we may remove you from the Affiliate Program immediately and permanently. We also reserve the right to withhold or cancel any and all commissions for transactions not in compliance with these Terms.

23. Termination
This Agreement will begin upon our approval of your Affiliate application, and will continue unless terminated. 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 email.

24. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to changes in the payment procedures and Beddley’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in our Affiliate Program following the posting of the change notice or new Agreement on our site or the ShareASale platform will indicate your agreement to the changes.

25. Miscellaneous
25.1 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 Beddley. 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 website or any other of your websites or otherwise, that reasonably would contradict anything in this section.

25.2 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.

25.3 This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof.

25.4 You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

25.5 This Agreement shall supersede all prior agreements and communications between you and us, oral or written.

25.6 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.

25.7 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.

Please contact our Affiliate Team at AffiliateManager@beddley.com with any question about the Beddley Affiliate Program.