RISE Apparel Representative Program Agreement

PLEASE READ THIS REPRESENTATIVE PROGRAM AGREEMENT CAREFULLY. BY SUBMITTING THE ONLINE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.



Definitions

  1. “RISE Apparel”, “RISE”, “our”, “we” or “us” refers to RISE Apparel and riseapparel.com.
  2. “You” or ““your” refers to the Representative.
  3. “Products” or “Merchandise” refers to any products sold or distributed by RISE Apparel.
  4. “Qualifying Purchase” refers to purchases made when all of the following requirements are met:
    1. Direct Purchases: (i) Representative has paid the $12.99 subscription payment to RISE for the month in which the purchase is made; (ii) a customer clicks through a sign up link on your website to our website; (iii) during a single session that the customer adds a product to his/her shopping cart and places the order for that product no later than 30 days following the customer’s initial click-through; and (iii) the purchased product is paid for by the customer; or
    2. Sub-Representative Purchase: (i) Representative has paid the $12.99 subscription payment to RISE for the month in which the purchase is made; and (ii) a prospective Sub-Representative has paid the $12.99 subscription payment to RISE for the month in which the purchase is made; and (iii) a customer clicks through a sign up link on Sub-Representative’s website to our website; (iv) during a single session that the customer adds a product to his/her shopping cart and places the order for that product no later than 30 days following the customer’s initial click-through; and (v) the purchased product is paid for by the customer.

This is a contract between you (“Representative”) and RISE (the “Agreement”). As an authorized representative of RISE, you agree to abide by the terms and conditions contained in this Agreement. Your participation in the RISE Representative Program (the “Representative Program”) is solely to legally advertise our website to receive a commission on memberships and products purchased by individuals referred to RISE by your own website or personal referrals. By applying for the Representative Program, you indicate your acceptance of this Agreement and its terms and conditions. RISE reserves the unilateral right to periodically update these terms. 

 Enrollment

After receiving your application, we will review your website and notify you of your acceptance or rejection into the Representative Program. In order to be eligible for the Representative Program, you must also create a PayPal account and agree to the Terms of Use of PayPal, our payment processor for the Representative Program. We reserve the right to approve or reject any Representative Program Application in our sole and absolute discretion. 

Relationship of the Parties

 As a Representative, you are serving as an independent contractor, and nothing in this Agreement or the Representative Program in general creates an agency, franchise, partnership, sales representative or employment relationship between you and RISE. You have no authority to make or accept any offers or representations on our behalf. 

Commissions 

Representative will receive commissions for successful payments made by customers referred to RISE by Representative. Representatives will be paid according to the following monthly commission structure:

  • $1-$2,500 in Qualifying Purchases= 20% commission 
  • $2,501-$5,000 in Qualifying Purchases= 30% commission
  • Over $5,000 in Qualifying Purchases= 40% commission

All commission payments will be sent via direct deposit by the fifth (5th business day) and more typically on the 1st business day of the calendar month following the month when Qualifying Purchases are made. Qualifying Purchases that result in chargebacks or refunds will not be paid to Representative. 

 Discount

Representatives will be eligible for a 40% discount on personal purchases of RISE merchandise in months in which Representative has paid the $12.99 subscription fee. 

Responsibility for Your Website

Affiliate hereby represents and warrants that Affiliate will be solely responsible for his/her website independent of the link provided by RISE, including its development, operation and maintenance and all data, content and materials that appear on or within it. RISE is not and shall never be liable for any claims, damages, losses, liabilities, fines, penalties, costs and expenses relating to (a) your website or any data, content or materials that appear on your website; (b) the use development, design, manufacture, production, advertising, promotion or marketing of your website; (c) your use of any content; and (d) your violation of any term or condition of this Agreement. 

Website Restrictions

Representative’s participating website(s) may not:

  1. Infringe on our or anyone else’s intellectual property, publicity, privacy or other rights.
  2. Violate or be used to violate any law, rule or regulation.
  3. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.
  4. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to or may damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information. 
  5. Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of Representative commissions from another website.
  6. Attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to our website, user accounts, or the technology and equipment supporting our website.
  7. Violate any RISE policies.
  8. Post RISE advertising or marketing links or content, except as specifically allowed by this Agreement.

Linking To Our Website

Upon acceptance into the Program, links will be made available to you through the Representative interface. When linking to our website, you agree:

  1. You will only use linking code obtained from the Representative interface without manipulation.
  2. All domains that use your Representative link must be listed in your Representative profile.
  3. Your website, independent of the sign up link and page provided to you by RISE, will not in any way copy, resemble, or mirror the look and feel of our website. You will also not use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner.
  4. You may not engage in cookie stuffing or include pop-ups or false or misleading links on your website. In addition, whenever possible, you will not attempt to mask the referring URL information (i.e., the page from where the click is originating). 
  5. Your website may not use redirects to bounce a click off a domain from which the click did not originate in order to give the appearance that it came from that domain. 

Sub-Representative Networks

Promoting RISE through a sub-representative network is permitted, however you must be completely transparent with regards to where traffic from your sub-representatives originated. Representative must ensure that all sub-representatives adhere to RISE Representative Program terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaign. Sub-representatives must also receive approval prior to allowing any type of coupon for sub-representative to promote RISE. Representatives will only receive commissions with respect to sub-representatives one level directly under Representative.

Pay Per Click Guidelines

You must adhered to our Pay Per Click (“PPC”) guidelines as follows:

  1. You may not bid on any of our trademarked terms, including any variations or misspellings thereof, for search or content-based campaigns on advertising networks, search services, or similar services, including but not limited to Google, MSN or Yahoo.
  2. You may not use our trademarked terms in sequence with any other keyword (i.e. RISE Apparel Coupons).
  3. You may not use our trademarked terms in your ad title, ad copy, display name or as the display URL.
  4. You may not directly link to our website from any PPC ad or use redirects that yield the same result. Visitors must be directed to an actual page on your website.
  5. You may not bid in any manner appearing higher than RISE for any search term in positions 1-5 in any auction style PPC advertising program.

Coupon Guidelines

If your website promotes coupon codes, you must adhere to our Coupon Guidelines as follows or you will be subject to removal from the Representative Program:

  1. You may only advertise coupon codes that are provided to you through the Representative Program.
  2. You may only display coupons in their entirety with the full offer, valid expiration date and code.
  3. You may not post any information about how to work around the terms and conditions of a coupon/promotion (e.g., describing how existing customers can qualify as a first-time customer to benefit from an offer for first time customers only).
  4. You may not use any technology or technique that conceals or obscures the coupon code such that only a Representative click will reveal the code. 
  5. You may not advertise coupon codes obtained from non-Representative advertising materials, email marketing materials, paid search campaigns, or any other marketing or campaign.
  6. You may not give the appearance that any offer requires clicking form your website in order to redeem. 

FTC Advertising Disclosure Requirements

You shall comply with all FTC guidance and regulations related to advertising disclosure requirements, which includes, but is not limited to, the following guidelines:

  • Disclosures must be located as close as possible to the claims.
  • Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure (e.g., the disclosure should be visible before the jump).
  • Pop-up disclosures are prohibited.

Domain Names

You are prohibited from using any of RISE’s trademarked terms as part of the domain or sub-domain for your website (e.g., www.risecoupons.com or www.riseapparel.website.com).

Advertising & Publicity

You shall not create, publish, distribute, or print any written or visual material that refers to the Representative Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Representative Program via e-mail campaigns, you must adhere to the following:

  1. Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) and any applicable state laws.
  2. E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of RISE.
  3. Submit e-mail content to RISE for written approval in advance of distribution. 

Social Media

Promotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:

  1. You are allowed to promote offers to your own lists. More specifically, you are welcome to use your Representative links on your own Facebook, Twitter or any other social media pages. For example, you may post, “15% off sale at RISE Apparel through Thursday with code RISE 15.”
  2. You are prohibited from posting your Representative links on RISE Apparel’s Facebook, Twitter, or other social media pages in an attempt to turn those links into Representative sales. 
  3. You are prohibited from running advertisements on our social media platforms using RISE trademarked terms. 

Termination or Revision of the Representative Program

RISE reserves the right to terminate or revise the Representative Program at any time, including by providing a change notice, a revised agreement, or revised documentation of the Representative Program. Your representative application and status in the Program may be suspended or terminated for any of the following reasons:

  • Inappropriate advertisements (false claims, misleading hyperlinks, etc.).
  • Spamming (mass email, mass newsgroup posting, etc.).
  • Advertising on sites containing or promoting illegal activities.
  • Failure to disclose the representative relationship for any promotion that qualifies as an endorsement under existing Federal Trade Commission guidelines and regulations, or any applicable state laws.
  • Violation of intellectual property rights. RISE reserves the right to require license agreements from those who employ trademarks of RISE in order to protect our intellectual property rights.
  • Offering rebates, coupons, or other form of promised kick-backs from your representative commission as an incentive. Adding bonuses or bundling other products with RISE, however, is acceptable.
  • Self-referrals, fraudulent transactions, suspected Representative fraud.

This list is not exhaustive and RISE reserves the right to terminate any Representative account at any time for any reason.

 Liability

RISE will not be liable for indirect or accidental damages (loss of revenue, commissions) due to representative tracking failures, loss of database files, or any results of intents of harm to the Program and/or to our website(s).  We do not make any expressed or implied warranties with respect to the Program and/or the memberships or products sold by RISE. We make no claim that the operation of the Program and/or our website(s) will be error-free and we will not be liable for any interruptions or errors.

 Term of the Agreement

The term of this Agreement begins upon your acceptance in the Program and will end when your Representative account is terminated. The terms and conditions of this agreement may be modified by us at any time. If any modification to the terms and conditions of this Agreement are unacceptable to you, your only choice is to terminate your Representative account. Your continuing participation in the Representative Program will constitute your acceptance of any change.

 Indemnification

Representative shall indemnify and hold harmless RISE and its affiliate and subsidiary companies, officers, directors, employees, licensees, successors and assigns, including those licensed or authorized by RISE to transmit and distribute materials, from any and all liabilities, damages, fines, judgments, claims, costs, losses, and expenses (including reasonable legal fees and costs) arising out of or related to any and all claims sustained in connection with this Agreement due to the negligence, misrepresentation, failure to disclose, or intentional misconduct of Representative.

 Limitation of Liability

You agree that we and our representatives, managers, officers, employees, agents, partners, and licensors will not be liable for indirect, incidental, special, consequential or exemplary damages (including, but not limited to, loss of revenue, profits, goodwill, use or data) arising in connection with this Agreement, the Representative Program, the documentation or our website even if we have been advised of the possibility of those damages. Further, to the fullest extent possible by law, our aggregate maximum liability arising out of or in connection with this Agreement, regardless of the cause of action (whether in contract, tort, breach of warranty, or otherwise), will not exceed the total fees paid or payable to you under this Agreement in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred. 

Indemnification

You agree to defend, indemnify, and hold harmless us and our affiliates, managers, officers, employees, agents, partners, and licensors from and against any claims, actions, or demands, including, without limitations, reasonable legal and accounting fees, alleging or resulting from any activity arising in connection with your use of our website or that constitutes your breach of this Agreement. We shall provide notice to you promptly of any such claim, suit, or proceeding. 

Arbitration, Class Waiver, and Waiver of Jury Trial

You and RISE mutually agree to resolve any justiciable disputes between you and RISE, including disputes involving your participation as a Representative, exclusively through final and binding arbitration before a single arbitrator instead of filing a lawsuit in court. 

If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail or hand delivery within the applicable statute of limitations period. Any demand for arbitration must be delivered to Alicia Atwater at 445 North 250 West, Payson, Utah 84651. If RISE wishes to initiate arbitration, a demand for arbitration shall be sent to the Representative’s last known address on file. Arbitration will take place in the city in which Representative resides.

You and RISE agree that by entering into this agreement to arbitrate, both parties waive their right to have any dispute or claim brought, heard, or arbitrated as a class or collective action and an arbitrator shall not have any authority to hear or arbitrate any class or collective action. Notwithstanding any other clause contained in this Agreement or JAMS Comprehensive Arbitration Rules (“JAMS Rules”), any claim that all or part of this Class/Collective Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The JAMS Rules may be found at https://www.jamsadr.com/rules-comprehensive-arbitration/

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to conflict of law principles. To the extent that any lawsuit is permitted under this Agreement and is not adjudicated in arbitration, the parties hereby submit to the personal jurisdiction of, and agree that any legal proceeding with respect to or arising under this Agreement shall be brought solely in the state courts of Utah for the County of Utah or in the United States District Court for the State of Utah. Notwithstanding anything to the contrary in this Agreement, RISE may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of RISE’s or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our intellectual property and proprietary rights are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages. In the event of litigation to enforce any provision of this Agreement, the prevailing party will be entitled to recover from the other party its costs and fees, including reasonable legal fees. 

Updating the Agreement

RISE may update the terms of this Agreement from time to time by publishing a new version on our website or by sending notice of any modifications to you by email to the email address associated with your representative account. By continuing to participate in the Representative Program following the posting of any change notice, you agree to be bound by this Agreement, as amended, by any such change notice and hereby represent and warrant that you will remain in compliance with this Agreement, as amended. 

Severability

If any provision of this Agreement is deemed by a court or arbitrator of competent jurisdiction to be invalid or unenforceable, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in that provision and that the other provisions remain in full force and effect.

Waiver

Failure by either party to enforce any provision of the Agreement shall not be deemed a waiver of such right or provision. 

Entire Agreement

This Agreement constitutes the entire agreement and understanding between you and RISE with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations. 

Electronic Signatures Effective

The Agreement is an electronic contract that sets out the legally binding terms of your participation in the Representative Program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by your checkmark at checkout. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.