Terms and Conditions
1. Introduction and Relationship of the Parties
This document outlines the standard terms and conditions governing the affiliate marketing relationship established between the operator of the website vibrantunderwear.com (hereinafter referred to as the “Affiliate”) and the supplier of the products featured on the Affiliate’s platform (hereinafter referred to as the “Supplier”). The Affiliate operates a digital storefront that showcases and promotes a curated selection of products sourced from the Supplier’s extensive catalog.
By participating in this affiliate program and promoting the Supplier’s merchandise, the Affiliate acknowledges and agrees to be bound by the provisions set forth in this agreement. This agreement establishes that the Affiliate and the Supplier are independent contractors. Nothing in this agreement shall be construed to create a partnership, joint venture, agency, franchise, or sales representative relationship between the parties. The Affiliate has no authority to make or accept any offers or representations on behalf of the Supplier .
2. Scope of the Affiliate Program
The Supplier agrees to provide the Affiliate with access to a list of products and supporting promotional materials (“Materials”) that the Affiliate may use to promote the Supplier’s merchandise on its website, vibrantunderwear.com . The Affiliate is granted a personal, non-exclusive, non-transferable, revocable, and limited license to utilize these Materials solely for the purpose of promoting the Supplier’s products and generating traffic leading to potential sales .
The Affiliate shall not modify any Materials provided by the Supplier. All copyrights and proprietary notices contained within the Materials remain the sole property of the Supplier or the relevant copyright owners . The Affiliate’s promotional activities shall be conducted in a manner that is compliant with all applicable laws and regulations.
3. Affiliate Obligations and Prohibited Conduct
The Affiliate is responsible for ensuring the legality and appropriateness of its promotional content. The Affiliate undertakes to adhere to the following obligations and restrictions:
3.1. Prohibited Promotional Methods. The Affiliate shall not engage in unauthorized promotional activities. This includes, but is not limited to, sending unsolicited commercial messages (spam) through email, bulletin board systems (BBS), or page comment areas, or disseminating product information through unauthorized channels . The use of layers, pop-ups, pop-unders, auto-redirects that navigate users to the Supplier’s website without a conscious click from the user is strictly prohibited .
3.2. Brand and Intellectual Property Use. To avoid confusion, the Affiliate must not create the impression that its website is an official project of the Supplier or that they share a relationship beyond the affiliate program . The Affiliate is prohibited from creating or maintaining websites that could risk confusion with the Supplier’s official web presence. Copying graphics, texts, or other content from the Supplier’s website is forbidden unless explicit written permission is granted .
3.3. Content Standards. The Affiliate warrants that its promotional content does not infringe on any third-party intellectual property rights or contain deceptive, defamatory, obscene, or unlawful material . The Affiliate bears all responsibility for the content it creates and will indemnify the Supplier against any claims arising from the Affiliate’s breach of these obligations .
4. Intellectual Property Rights
All intellectual property rights, including trademarks, logos, and copyrighted material provided by the Supplier, remain the exclusive property of the Supplier. The Affiliate acknowledges that it does not acquire any ownership rights in these materials through participation in the program . Any use of the Supplier’s assets beyond the scope defined in this agreement requires prior written consent.
Conversely, the Affiliate retains ownership of any original content it generates for the promotion of the Supplier’s products (“Affiliate Content”) . However, by participating in the program, the Affiliate grants the Supplier a worldwide, non-exclusive, royalty-free license to use, reproduce, and display this Affiliate Content for promotional purposes in connection with the Supplier’s business, subject to the terms of this agreement .
5. Data Tracking and Reporting
The Supplier will provide the Affiliate with unique tracking links and access to a reporting system to monitor performance and traffic generated by the Affiliate’s promotions . The data recorded and reported by the Supplier’s system shall serve as the primary and definitive basis for evaluating the Affiliate’s performance.
The Affiliate acknowledges that the Supplier is not responsible for any discrepancies arising from issues with the Affiliate’s own tracking methods or third-party systems. The Affiliate must ensure it uses legally compliant measures to promote the affiliate links on its own network only .
6. Liability, Indemnification, and Disclaimer
6.1. Indemnification. The Affiliate agrees to indemnify, defend, and hold harmless the Supplier and its affiliates from any and all claims, damages, and expenses (including reasonable legal fees) arising out of or related to the Affiliate’s violation of this agreement, any applicable laws, or the rights of any third party .
6.2. Disclaimer of Warranties. The affiliate program, tracking links, and promotional materials are provided on an “as is” and “as available” basis. The Supplier disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. The Supplier does not guarantee that the program will be error-free or uninterrupted .
6.3. Limitation of Liability. To the fullest extent permitted by law, the Supplier shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or goodwill, arising out of or in connection with this agreement . Any obligation or liability of the Supplier under this agreement shall be limited to the total payments made to the Affiliate during the period immediately preceding the claim .
7. Term and Termination
This agreement shall remain in effect until terminated by either party. Either party may terminate this agreement at any time by providing written notice to the other party .
Upon termination, the Affiliate shall immediately cease using all promotional materials and links provided by the Supplier and shall remove them from its website . Any rights and licenses granted to the Affiliate under this agreement will terminate immediately. The Supplier reserves the right to terminate this agreement without prior notice in the event of a material breach by the Affiliate . Following termination, the Affiliate’s right to receive any performance-based compensation will be forfeited for transactions that are cancelled, disputed, or otherwise determined to be invalid.
8. Amendments to the Agreement
The Supplier reserves the right to amend these Terms and Conditions at any time. The Affiliate will be notified of any changes via the contact information provided. Should the Affiliate disagree with the changes, its sole remedy is to terminate its participation in the program. The Affiliate’s continued participation after the effective date of the changes constitutes acceptance of the amended terms .