Last Updated on January 14th, 2021
Urban G Affiliate Agreement
Urban G may offer you an opportunity to become an independent Urban G Affiliate (“Affiliate”), wherein you have the opportunity to earn additional money for Urban G products that you sell to other users. Urban G reserves the sole and exclusive right to determine the amount of remuneration each Affiliate will receive in exchange for the Affiliate’s efforts.
This Affiliate Agreement (“Agreement”) governs Your application for, and any subsequent participation in, Urban G Affiliate program. By becoming an Affiliate and continuing the use of our Affiliate Program, You thereby accept the terms of this Agreement, You indicate that You have read and understood this Agreement, and agree that You are bound by its terms.
SECTION 1 - PARTIES
All references to “Urban G” herein means and refers to Urban G Clothing LTD, doing business as Urban G. All references to “You” and “Your” mean and refer to the person or entity who has executed this Agreement. Urban G and You are each referred to herein as a “Party,” and collectively as the “Parties.”
SECTION 2 - APPLICATION
You agree to provide all information requested by Urban G in connection with Your Affiliate application, and You affirm that all information that You provide is truthful and accurate. You understand and agree that Urban G retains sole and exclusive discretion to determine whether You qualify for participation in Urban G’ Affiliate program. Not everyone who applies for Urban G’ Affiliate program will qualify to participate.
SECTION 3 - CONSENT TO BE CONTACTED
You expressly consent to be contacted at the email address and the phone number You provide in Your application about Your application and the Affiliate program, including through automated dialling systems, texts and artificial or prerecorded messages. This consent is a material condition of this Agreement and may not be revoked except in writing by both Parties.
SECTION 4 - COMPENSATION
If Your application to become an Affiliate is approved by Urban G, You will receive a unique Affiliate ID. The Affiliate ID will be incorporated within each URL which You will use to advertise Urban G. You will have the opportunity to receive a commission for each sale (“Sale”) that is registered using Your Affiliate ID. In the event that a potential new user (“Prospect”) has multiple Affiliate cookies (“Cookies”), the most recently-acquired Cookie will determine which Affiliate is credited with a Sale.
Provided that the Sale (as defined below) remains in good status within thirty (30) days from the Sale, You will be paid a commission for each Sale that generates a payment to Urban G in a month (“Commission”). Except as otherwise provided herein, Commission payments will be paid on the 1st and 15th of each month following Urban G’ receipt of payment for a Sale, subject to the other terms of this Agreement.
In the event the 1st or 15th of each month falls on a holiday, Commission payments will be paid on the business day preceding the holiday. All Commission payments are based on the amount of fees received by Urban G, fewer sales taxes. The amount of Commissions are as follows:
Affiliates (All applicants that have been successfully accepted to the Urban G Affiliate program): up to 11% commission from each Sale via the unique affiliate link provided.
The commission structure has a 1-month cycle (''Cycle'') starting on the 1st day of each month and finishing on the last day of each month. Commission percentages will automatically reset themselves on the 1st day of each month.
Within one Cycle, all affiliates start at 5% commission from all Sales.
Once an affiliate has reached 5 Sales, the commission will automatically upgrade to 8% for the rest of that Cycle.
Once an affiliate has reached the amount of £8,000.00 ( eight thousand GBP) in commissions from Sales during 1 Cycle, all Sales made that Cycle will be upgraded to a 11% commission reward.
All Commissions are paid in British Pounds (GBP) or otherwise in currencies offered by the payment provider. Some payment methods may incur processing fees that may be deducted from Your Commissions payment. Your combined Commission must equal or exceed One Hundred GBP (£100) before You receive a payment from Urban G. Once a Commission of £100 (GBP) or more is earned, You will be notified and Urban G will send you the Commission via PayPal or as otherwise specified.
You are solely responsible for complying with all tax laws in Your respective jurisdiction(s) including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with, the applicable governing body(ies).
Affiliates will not be paid any Commissions for payments made on Affiliate’s own user account(s). Affiliates are not permitted to open an Urban G account under the name of another person or entity, under a fictitious name, or under any name merely to obtain Commissions or any other compensation.
Affiliates may not pay for another person’s or entity’s account. Affiliates are not permitted to offer cash rebates or other monetary incentives to obtain Sales. Commissions are paid only for transactions that actually occur between Urban G and a Sale and in which payment is received by Urban G. If payment for a Sale later results in a refund or chargeback, and if a Commission was paid to You for that Sale, then the Commission will be deducted from Your future Commissions.
If Urban G determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission will be paid for such Sale and, for past sales, such payment amounts shall be deducted from Your future Commissions, and Urban G may terminate this Agreement immediately without Urban G having any liability to You.
SECTION 5 - TERM AND TERMINATION
The term of this Agreement will begin the earlier of
(i) when You click “I accept the Terms and Conditions” and submit; or
(ii) Your participation in the Affiliate program is approved.
Your participation in the Urban G Affiliate program will continue month-to-month until terminated. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days’ written notice of termination.
If in our sole discretion, You fail, or we suspect that You have failed, to comply with any term or provision of the Agreement or the Terms of Service, or violated any law, whether in connection with Your use of Urban G or otherwise, we may terminate the Agreement or suspend Your access to the Affiliate website (“Website”) at any time without notice to You. In such an instance, and in our sole discretion, we may also for the aforementioned reasons, terminate our relationship and suspend any accounts owned/controlled by You.
For the avoidance of doubt, and without limitation for purposes of the foregoing, any violation of the required disclosure will be deemed a material breach of this Agreement. See Appendix A, Section 2, Disclosure.
In the event this Agreement is cancelled due to Your breach, You immediately forfeit all Commissions and any other payments owed to You or that may in the future be owed to You without any further liability by Urban G to You.
If this Agreement is terminated or cancelled, then all provisions that, by their nature, should survive, will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration and class action waiver provisions, and exceptions to arbitration.
All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your Urban G account.
SECTION 6 - ADDITIONAL REPRESENTATIONS AND WARRANTIES
In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws.
If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify Urban G of the same within 24 hours. Urban G, in its sole and exclusive discretion, may immediately terminate Your participation in Urban G’ Affiliate program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified under this paragraph.
SECTION 7 - ENTIRE AGREEMENT
This Agreement, Appendix A below, along with Urban G’ standard Terms of Service, represents the entire agreement between the Parties and supersedes any other written or oral agreement between the Parties as pertaining to Your Affiliate application and, if approved, Your rights and responsibilities as an Affiliate. Appendix A Additional Terms of the Affiliate Agreement and Advertising Rules These Advertising Rules apply to all activities of Affiliate:
1. General Compliance.
Affiliate shall publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), laws governing testimonials (including the FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and all guidelines issued by the FTC.
Affiliate is solely responsible for ensuring Affiliate’s compliance with all laws.
Affiliates are strictly prohibited from making claims concerning the products and services offered by Urban G that are inconsistent with, or beyond the scope of marketing materials produced and made available by Urban G on Urban G website, www.urbang.co.uk
Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement.
Affiliates may, however, offer Prospects information and materials of tangible value including, but not limited to, information about the Products, but only so long as Affiliate accurately describes and delivers such information and materials to the Prospect. Urban G retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct are in compliance with all laws.
On any website that Affiliate advertises any Urban G service or product, Affiliate must display disclaimer language, such as: Disclosure: I am an independent Urban G Affiliate, not an employee. I receive referral payments from Urban G. The opinions expressed here are my own and are not official statements of Urban G.
Affiliate is not permitted to comment negatively about or disparage the products or services of Urban G or any other person or entity, including without limitation the products or services of an Urban G competitor.
Affiliate is not permitted to engage in any unlawful or deceptive actions with respect to search engine optimization, including, but not limited to, using any technique that generates paid search results based on any trademarks of Urban G, any brand name of Urban G, or based on the trademarks or brand name of any competitor of Urban G, or any other third party. Affiliate shall not direct link to an Urban G’ sales page from any paid advertising.
4. Social Media.
If Affiliate advertises on Instagram or YouTube, then each post must comply with all of the following: Each post must contain @UrbanG or #UrbanG. Each post must contain #ad in a clear and conspicuous location before the text of the description and in all events before the “More” button.
Each Instagram post must use Instagram’s “Paid Partnership” tool. Each YouTube post must contain the word “Ad,” “Advertisement,” “Promotion,” or “Paid Partnership” within the video itself in a font size that is clearly recognizable to the viewer and which appears persistently throughout the length of the video in the top right-hand portion of the video.
If Affiliate is advertising on other forms of written social media (e.g., Facebook, Twitter), Affiliate must comply with the above disclosure restrictions as applicable to each form of social media. Affiliate must also comply with all rules of each social media platform that Affiliate uses.
5. Income and Business Opportunity Claims.
Affiliates are expressly prohibited from making any claims that the use of Urban G will guarantee that the user will make money.
If Affiliate’s recruiting efforts include claims related to income Affiliate has made from using Urban G or as an Affiliate, the following guidelines must be adhered to:
(a) Affiliate’s statements must be completely true and accurate and supported by evidence of Affiliate’s experience; and
(b) Affiliate’s statements must be accompanied by the following disclaimer in clear and conspicuous font and placement: “These were my results. Your results will vary based on a variety of factors including Your education, effort, and market factors. There is no guarantee You will make any money.”
Affiliate is also expressly prohibited from making any express or implied claims that Urban G is or provides a business opportunity, franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.
6. Urban G’ Trademarks.
No logo, tagline, trademark, trade name, or trade dress (collectively, the “Urban G Trademarks”) owned by Urban G may be used, copied, or reproduced by any Affiliate except as set forth below.
No Urban G intellectual property (or any mark confusingly similar to any Urban G intellectual property) is to be registered as a trademark in any country or registered as a domain name by Affiliate in any way in any country. Urban G retains exclusive ownership of all Urban G’ Trademarks and other intellectual property and all of its rights therein. Affiliate shall not promote or provide services to any other business or person that is infringing any of Urban G’ intellectual property.
7. Complaint Notification.
Affiliate must notify Company of any complaint received by Affiliate regarding any advertisements within twenty-four (24) hours of receiving such complaint. The notice should be sent to email@example.com
8. Independent Contractor.
Affiliates are independent contractors of Urban G. It is the express understanding and intention of the Parties that no relationship of master and servant nor principal and agent shall exist between Urban G and You by virtue of this Agreement. You have no right to act on behalf of or bind Urban G in any way, nor share in the profits or losses of Urban G. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all of Your acts or omissions.
9. No warranty, no leads.
Urban G does not promise, guarantee or warrant Your business success, income, or sales.
You understand and acknowledge that Urban G will not at any time provide sales leads or referrals to You.
You understand and agree further that this is not a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.
You are responsible for procuring and paying for any and all materials and resources necessary to operate as an Affiliate as You determine in Your sole discretion.
You agree to protect, defend, indemnify and hold harmless Urban G, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limitation arising out of Your conduct, acts, or omissions related to Your application and/or performance of this Agreement including, but not limited to, any breach of this Agreement.
Your indemnity obligation includes, but is not limited to, any third party claim against Urban G for liability or payments for damages caused by, or other liability relating to, You. This provision expressly survives the termination of this Agreement.
In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms of Service, as so modified, shall continue in full force and effect.
This Agreement may be modified by Urban G at any time, with or without prior notice to You. Amendments or modifications to this Agreement or the Terms of Service will be binding on You when they are sent to You via email or are posted in the affiliate centre. No amendment to this Agreement or the Terms of Service shall be valid unless prepared or signed by Urban G.
Your continued acceptance of Commission payments constitutes Your acceptance to any modifications or amendments to this Agreement and the Terms of Service.