|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Percent of Sale|
Haute Elan Affiliate Agreement
This agreement (the “Agreement”) is made between Haute Elan Limited, a company incorporated and registered in England and Wales
with company number 09770324 whose current office are
located in 26-30 Old Church Street, Chelsea , London SW3 5BY, United Kingdom (the “Company”),
and the interested parties (the “Affiliate”),
for participation in the Company’s affiliate program (the “Affiliate Program”). If Affiliate does not want to participate in
the Affiliate Program, please disregard the following agreement.
Affiliate wishes to include certain materials
promoting Company, and to include a link to Company’s website within those
materials on Affiliate’s website;
NOW THEREFORE, in consideration
of the mutual promises, covenants, warranties, and other good and valuable
consideration set forth herein, the Parties agree as follows:
1.1 Company shall make available to Affiliate certain banner advertisements,
button links, text links, and/or other graphic or textual material for display
and use by the Affiliate (the “Promotional
1.2 Affiliate shall display the Promotional Materials on Affiliate’s website
or other online mediums prominently and as Affiliate sees fit, provided that
the manner of display shall be subject to the terms and conditions of this
1.3 Affiliate shall also include a link from the Promotional Materials to
Company’s website, as specified by Company.
2. Use of Promotional Materials
2.1 The Affiliate’s use and display of the Promotional Materials on the
Affiliate’s site shall conform to the following terms, conditions and
(a) Affiliate may not use any graphic, textual or other materials to promote
Company’s website, products or services other than the Promotional Materials,
unless Company agrees to such other materials in writing prior to their
(b) Affiliate may only use the Promotional Materials for the purpose of
promoting Company’s website (and the products and services available thereon),
and for linking to Company’s website.
(c) Affiliate will not alter, add to, subtract from, or otherwise modify the
Promotional Materials as they are prepared by Company. If Affiliate wishes to
alter or otherwise modify the Promotional Materials, Affiliate must obtain
prior written consent from Company for such alteration of modification.
(d)The Promotional Materials will be used to link only to Company’s
website, to the specific page and address as specified by Company.
Company hereby grants to Affiliate a nonexclusive, nontransferable
license (the “License”) to use the
Promotional Materials as specified under the terms and conditions of this
Agreement. The term of the License shall expire upon the expiration or
termination of this Agreement.
Company retains all right, ownership, and interest in
the Promotional Materials, and in any copyright, trademark, or other
intellectual property in the Promotional Materials. Nothing in this Agreement
shall be construed to grant Affiliate any rights, ownership or interest in the
Promotional Materials, or in the underlying intellectual property, other than
the rights to use the Promotional Materials granted under the License, as set
forth in Clause 3.
5.Relationship of Parties
This Agreement shall not be construed to create any
employment relationship, agency relationship, or partnership between Company
and Affiliate. Affiliate shall provide services for Company as an independent
contractor. Affiliate shall have no authority to bind Company into any
agreement, nor shall Affiliate be considered to be an agent of Company in any
6.1 In exchange for Affiliate’s display of the Promotional Materials, and
for Affiliate’s compliance with and performance of the terms and conditions of
this Agreement, Company shall pay to Affiliate a commission (the “Commission”) in the amount of a
percentage of products sold on the website that a user who accesses the Company’s
website through a link on Affiliate’s website. Such Commission shall be for all
rentals within a period of one (1) month from the date of which the user first
accesses the Company website via the Affiliate link. The current percentage
posted is 4% of the sales. This percentage is subject to change by the Company.
Notification to Affiliate of any change in commission percentage will be given
by Company at the email address on hand for the Affiliate. Commission will be
based on purchases made by a user for any new and recurring purchases for the first
month of the user buying from the Company.
6.2 Company shall keep accurate and up-to-date records of the data used to
determine the total amount of Commissions owed to Affiliate. Affiliate shall be
given reasonable access to these records upon request. Any discrepancy between
the amount of Commissions owed according to these records, and the actual
amount of Commissions paid to Affiliate in any period or periods shall be
rectified by Company within twenty eight (28) days of discovering such
6.3 Commissions shall be paid quarterly in arrears to the Affiliate (the “Commission Payment Date”). If on any
Commission Payment Date, the amount of total Commissions accrued and payable to
Affiliate is less than £100.00, then such accrued and payable balance shall be held
over to the following quarter, and paid together with the Commissions due for
that month. If at any time, the balance of accrued and payable Commissions is
held over for 3 consecutive quarters, then Company shall pay all accrued and
payable Commissions to Affiliate in the third month, regardless of the total
6.4 In the event that Affiliate materially breaches this Agreement and
Company terminates this Agreement within thirty (30) days of such breach, then
any accrued and payable Commissions owing to Affiliate shall be forfeited, and
Company shall not be obligated to pay such Commissions to Affiliate.
7. Affiliate’s Representations and Warranties
7.1 Affiliate represents and warrants the following:
(a) Affiliate has the legal authority to enter into this Agreement and to be
bound to the promises, covenants, and other duties set forth in this Agreement.
(b) Affiliate’s website does not contain any materials that are:
(i) Sexually explicit, obscene, or pornographic;
(ii) Offensive, profane, hateful, threatening, harmful,
defamatory, libelous, harassing, or discriminatory (whether based on race,
ethnicity, creed, religion, gender, sexual orientation, physical disability, or
(iii) Graphically violent, including any violent video game
(iv) Solicitous of any unlawful behaviour
(c) Affiliate has obtained any necessary clearances, licenses, or other
permission for any intellectual property used on Affiliate’s website. Nothing
on Affiliate’s website infringes upon the intellectual property rights of any
person or entity. No person or entity has brought or threatened an action
claiming such infringement, nor does Affiliate have any reason to believe that
any person or entity will bring or threaten such a claim in the future.
(d) Affiliate will not use the Promotional Materials in any manner other
than those set forth in Clause 2 above.
(e) Affiliate will not make any claim to ownership of the Promotional
Materials, or of the copyright, trademark, or other intellectual property therein.
(f) Affiliate will not publish or otherwise distribute any advertising
materials for Affiliate’s website that reference Company or Company’s website
unless Company gives prior written consent to the distribution of such
materials. Affiliate will not use Company’s name (or any name that is
confusingly similar to Company’s name) for any purpose on its website, in its
promotional materials, or in any other context except to promote Company’s
website as specified in this Agreement. Affiliate will not register any domain
name that incorporates Company’s name, or that is confusingly similar to
(g) Affiliate will not engage in the distribution of any unsolicited bulk
emails (spam) in any way mentioning or referencing Company or Company’s
Affiliate shall indemnify Company and hold harmless Company from any
claim, damage, lawsuit, action, complaint, or other costs arising out of any
breach of Affiliate’s warranties set forth in Clause 7 above. Affiliate shall
also indemnify and hold harmless Company for any damage, loss or other cost
arising out of the use or misuse by Affiliate of the Promotional Materials.
Any information that Affiliate is exposed to by virtue of its
relationship with Company under this Agreement, which information is not
available to the general public, shall be considered to be “Confidential Company Information.”
Affiliate may not disclose any Confidential Company Information to any person
or entity, except where compelled by law, unless Affiliate obtains prior
written consent for such disclosure from Company.
10. Entire agreement
10.1 his Agreement constitutes the entire agreement between the parties and
supersedes and extinguishes all previous drafts, agreements, arrangements and
understandings between them, whether written or oral, relating to its subject
10.2 Each party agrees that it shall have no remedies in respect of any
representation or warranty (whether made innocently or negligently) that is not
set out in this Agreement. No party shall have any claim for innocent or
negligent misrepresentation based upon any statement in this Agreement.
This Agreement may be executed in two counterparts
(which may be transmitted by fax or by electronic transmission in either Tagged
Image Format Files ("TIFF")
or Portable Document Format ("PDF")
or the equivalent), each of which shall be deemed an original and which, when
taken together, shall constitute one and the same instrument, but this
Agreement shall not be binding upon the parties until it has been signed by
12.1 This Agreement shall take effect immediately, and shall remain in full
force and effect indefinitely, or until terminated pursuant to this Clause 13.
12.2 Either Party shall have the right to terminate this Agreement at any
time and for any cause. The terminating Party must give written notice to the
other Party at least thirty (30) days prior to the intended date of
Company shall not be responsible for any taxes owed
by Affiliate arising out of Affiliate’s relationship with Company as set forth
in this Agreement. Company shall not withhold any taxes from the Commissions
paid to Affiliate.
14. Limitation of Liability
Company shall not be liable for any loss of profits
or costs, or for any direct, indirect, special, incidental or consequential
damages, including costs associated with the procurement of substitute goods or
services (whether Company was or should have been aware or advised of the
possibility of such damage), arising out of or associated with any loss,
suspension or interruption of service, termination of this Agreement, use or
misuse of the Promotional Materials, or other performance of services under
may be executed in several counterparts, each of which shall constitute an
original and all of which, when taken together, shall constitute one agreement.
If any part or
parts of this Agreement shall be held unenforceable for any reason, the
remainder of this Agreement shall continue in full force and effect. If any
provision of this Agreement is deemed invalid or unenforceable by any court of
competent jurisdiction, and if limiting such provision would make the provision
valid, then such provision shall be deemed to be construed as so limited.
for section herein are for convenience only and shall not affect the meaning of
the provisions of this Agreement.
18. Entire Agreement
constitutes the entire agreement between Company and Affiliate, and supersedes
any prior understanding or representation of any kind preceding the date of
this Agreement. There are no other promises, conditions, understandings or
other agreements, whether oral or written, relating to the subject matter of
19.1 This Agreement and any dispute or claim arising out of or in connection
with it or its subject matter or formation (including non-contractual disputes
or claims) shall be governed by and construed in accordance with the law of
England and Wales.
19.2 The Parties irrevocably agree that the courts of England and Wales shall
have exclusive jurisdiction to settle any dispute or claim that arises out of
or in connection with this agreement or its subject matter or formation
(including non-contractual disputes or claims).
This document is delivered and
takes effect on the date the affiliate registers for the Affiliate Program.