The Standard Stitch

1) 15% Commission on all sales, excludes taxes and shipping 2) 30 Day Cookies 3) Payout 30 Days after purchase 4) 90 day promotion from completion of application TERMS AND CONDITIONS THE STANDARD STITCH AFFILIATE PROGRAM TERMS OF SERVICE Updated: November 7, 2021 The Standard Stitch Affiliate Program offers eligible affiliates, including blogs, influencers and other third-party websites (“Affiliates”), the opportunity to earn commissions on qualifying sales that originate from links to The Standard Stitch mobile applications and websites on an Affiliate’s site. This Affiliate Program Agreement (the “Agreement”) is a legally binding contract between you (“Affiliate”, “you”, or similar terms) and Bumbershoot, LLC. d/b/a/ The Standard Stitch (“The Standard Stitch”, “us”, “we”, or similar terms) and applies to your participation in The Standard Stitch Affiliate Program (the “Program”). Any person or entity that participates or attempts to participate in the Program must accept this Agreement without change. By registering for the Program, you agree to this Agreement. We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. We reserve the right to make changes to the Terms of Service at any point without notice. If you don’t agree to the update or replacement, you can choose to terminate as we describe below. AFFILIATE ENROLLMENT AND ACCEPTANCE The purpose of the Program is to promote the sale of products offered on our Website. To begin the enrollment process, you must apply through the Program Registration Page on our Website or emailed link. When you provide information during the registration process, you agree to provide only true, accurate, current and complete information and to update it as necessary to maintain its truth and accuracy. We will evaluate your application and notify you of your acceptance or rejection. We may reject your application for any reason in our sole discretion. We may reject applications related to websites that: 1. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; 2. promote violence, hate, illegal activities or display sexually explicit materials; 3. are intended to harass or defame anyone; or 4. otherwise violate our intellectual property rights or those of others. We have the right, in our sole discretion, to monitor your website at any time to determine if you are in compliance with the terms of this Agreement. If we reject your application, you are welcome to reapply to the Program at any time for our reconsideration. If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, you will need to complete any enrollment criteria set out in the Program Policies Page, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program. As a result of your acceptance into the Affiliate Program, you will agree to comply with the terms and conditions of these Terms of Services at all times, including any applicable Program Policies. ELIGIBILITY FOR AFFILIATE PROGRAM In order to be eligible to apply for our Affiliate Program, you must meet the following minimum eligibility requirements: 1. You must be at least 18 years of age. 2. You must operate a website or business which is located in the fifty (50) states of the U.S., the District of Columbia, or Canada who are physically located and residing therein (excluding Guam, Puerto Rico and all other U.S. and foreign territories and possessions and all Overseas Military Installations). 3. You must have an established website and/or social media accounts 4. You must have a PayPal account 5. You must comply with this Agreement to participate in the Program and to receive Commissions 6. You must promptly provide us with any information that we request to verify your compliance with this Agreement. AGREEMENTS Affiliates and influencers agree to: 1. Devote such of his/her time, resources and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner 2. Comply with all applicable laws and regulations. 3. Determine, in his /her discretion, the time, place, manner, means, methods and independent/personal resources by which the Services are performed and achieved 4. Provide and utilize his/her own equipment, tools and other resources in performing the Services but The Standard Stitch will provide to Affiliate certain informational materials to facilitate the creation of affiliate’s created content to his/her Page, website and/or Social Channels (such templates and other materials are collectively referred to as the “The Standard Stitch Materials”). 5. Will be responsible for a. Creating and editing Content and b. either emailing to The Standard Stitch such Content for approval. The Standard Stitch has the right to request the removal of any Content from the Affiliate’s webpage and/or social pages. RESTRICTIONS Affiliate agrees that they will not: 1. Make any derogatory statements about The Standard Stitch and/or The Standard Stitch products 2. Link to any third-party websites, other than your Social Channels, on the Affiliate page or otherwise redirect visitors off the Affiliate page to third-party websites a. Resell or distribute any The Standard Stitch products, including those received for free or as gifts, for commercial purposes b. Promote The Standard Stitch products, The Standard Stitch brand, or the Program and/or the Affiliate via any paid media channels c. Promote The Standard Stitch products, The Standard Stitch brand, the Program and/or the Affiliate via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminate d. Engage in any fraudulent transactions, as reasonably determined by The Standard Stitch, including without limitation making transactions from Affiliate's IP addresses or computers under Affiliate's control. COMMISSIONS AND QUALIFYING PURCHASES We may pay affiliates based on a percentage of sales, a flat rate, or a tiered commission structure. The payment method and percentages are subject to change from time to time, in our sole discretion. Certain affiliates may receive offers to be paid under different commission structures as we may determine from time to time. If a product that generated commissions is returned by the customer, we will deduct the corresponding commission from your next commission payment. All commission related data under the Program is collected, calculated and managed by UpPromote, our affiliate marketing platform, and its data will be the only valid basis used for determining commissions. In consideration for the Services, The Standard Stitch will pay to Affiliate a percentage of the Net Revenue (as defined below) collected by The Standard Stitch in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees received by The Standard Stitch from Qualifying Orders (as defined below), less amounts paid for using store credit or gift certificates, taxes, duties and transaction-based costs and expenses, including but not limited to payment process fees and shipping fees. For purposes of this Agreement, “Qualifying Orders” means purchases of The Standard Stitch product(s) via the Affiliate page that are made by a method of payment accepted by The Standard Stitch. The Commission is also only paid to Affiliate if the Qualifying Order is final - any returns will cause that specific Commission to be deducted out of the month payouts. The Commission will be calculated solely based on records maintained by The Standard Stitch using its standard methodologies. The Standard Stitch will pay Independent Influencer its Commission 30 days after purchase. Commissions due hereunder will be made by The Standard Stitch to Affiliate through its payment processor (“Payment Processor”), which, as of the Effective Date, is PayPal Holdings, Inc. Affiliate is solely responsible for creating and maintaining a Payment Processor account, and communicating such account information to The Standard Stitch for purposes of receiving the payments set forth herein. The Standard Stitch is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by The Standard Stitch, including without limitation any transactions originating from Affiliate’s IP addresses or computers under Affiliate's control. LENGTH OF COOKIE PURCHASE PERIOD Our Program uses a THIRTY day cookie purchase period. This means that if a visitor to your website clicks through a Program Link to our Website, you will be eligible for commissions related to purchases made by your visitor within THIRTY (30) days of its click on the Program Link on your website. We will pay commissions to only one affiliate for purchases associated with a given cookie. To the extent multiple affiliates request payments, UpPromote shall determine which affiliate to pay. Its decision shall be final and binding. We may change the length of our cookie period from time to time. TAXES We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under this Agreement. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold any amounts otherwise payable to you in connection with the Program until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. CONFIDENTIALITY Definition. “Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning The Standard Stitch’s business technology, business relationships or financial affairs which The Standard Stitch has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as: (i) corporate information , including plans, strategies, method, policies, resolutions, negotiations or litigation;(ii) marketing information, including strategies methods, customer identities or other information about customers , prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data (iv) operational and technological information , including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes information received in confidence by The Standard Stitch from its customers or suppliers or other third parties. NON-DISCLOSURE AND NON-USE OBLIGATIONS Affiliate will not, at any time, without The Standard Stitch's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of The Standard Stitch, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of The Standard Stitch. Affiliate will cooperate with The Standard Stitch and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. CONTENT LICENSE Affiliate hereby grants to The Standard Stitch and its subsidiaries, licensees, agents, representatives, successors and assigns: 1. Unrestricted, fully-paid, royalty free, exclusive, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later discovered, for the purpose of its advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes, subject only to the payment made to Affiliate. 2. The Standard Stitch shall have the revocable, unlimited, perpetual and worldwide right to use the Content, for Affiliate’s promotional purposes, in any and all media now known or hereafter developed. With respect to Content which portrays Affiliate’s face, body and voice (the “Restricted Materials”), The Standard Stitch shall have the right to use the Restricted Materials upon prior approval from Independent Influencer. THE STANDARD STITCH MATERIALS AND TRADEMARK Except for Affiliate’s limited right to use The Standard Stitch Materials solely in connection with performing the Services, The Standard Stitch retains all right title and interest in The Standard Stitch Materials, including all related intellectual property rights. The Standard Stitch hereby grants to Affiliate, a limited, non-exclusive, non-transferable license to use and display The Standard Stitch name, website address, logo and trade names (the “Marks”), solely in connection with performing the Services. Affiliate agrees that any use of the Marks: 1. Will comply with The Standard Stitch quality standards and trademark guidelines, which may be provided by The Standard Stitch to Affiliate from time to time Will solely inure to the benefit of The Standard Stitch. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Affiliate does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Affiliate agrees not to (A) attack the Marks or assist anyone in attack in the Marks, and (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter. FEDERAL TRADE COMMISSION REQUIREMENTS Affiliate acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Affiliate’s provision of the Services hereunder. Affiliate represents and warrants that he or she has read and understands the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding The Standard Stitch products, The Standard Stitch brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides. INDEMNIFICATION Affiliate shall indemnify and hold The Standard Stitch, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Affiliate’s performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, Other Development, Influencer IP or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person' s contractual rights; and (b) any breach or alleged breach by Affiliate of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement. TERM AND TERMINATION This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days' prior written notice thereof to the other party. The Standard Stitch may, in addition to any other rights it may have at law or in equity, terminate this Agreement immediately and without prior notice if Independent Influencer refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon any termination of this Agreement, all rights and duties of the parties toward each other shall cease. INDEPENDENT CONTRACTOR; NO AGENCY Affiliate is not and shall not be deemed an employee, agent, joint venture or partner of The Standard Stitch, and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever. LIMITATION OF LIABILITY IN NO EVENT SHALL THE STANDARD STITCH, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “THE STANDARD STITCH PARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE STANDARD STITCH PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH THE STANDARD STITCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE STANDARD STITCH PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. GOVERNING LAW, JURISDICTION AND VENUE The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of California. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within Orange County. NOTICES All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, personally or mailed, certified mail, return receipt requested, postage prepaid, to the parties at their addresses as set forth above. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received on the third day following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by serving proper notice of such change of address to the other party. EQUITABLE RELIEF Independent Influencer and The Standard Stitch agree that it would be impossible or inadequate to measure and calculate The Standard Stitch damages from any breach by Affiliate of this Agreement. Accordingly, Affiliate and The Standard Stitch agree that if Affiliate breaches this Agreement; The Standard Stitch will have available, in addition to any other right or remedy available and notwithstanding anything to the contrary, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of Section 4. Affiliate and The Standard Stitch further agrees that no bond or other security shall be required in obtaining such equitable relief and Affiliate and The Standard Stitch, hereby consent to the issuances of such injunction and to the ordering of such specific performance. MISCELLANEOUS If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect. Failure of The Standard Stitch to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against The Standard Stitch unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by The Standard Stitch and Affiliate, this Agreement constitutes the entire agreement between Affiliate and The Standard Stitch with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience, and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Affiliate without the express written consent of The Standard Stitch. The Standard Stitch may assign any or all of its rights and obligations under this Agreement without Affiliate’s written consent to any affiliate or to another third-party affiliate by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of The Standard Stitch assets or capital stock. Any attempted assignment, delegation or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns. COMMISSION APPENDIX For Qualifying Orders in a calendar month, The Standard Stitch will pay to Affiliate, commission payments in accordance with the following table, with the exception that The Standard Stitch could have promos that could go to higher percentages as incentive, all details of such promos to be at Verb's sole discretion and communicated to Affiliate in due time: Commission Percentage 15% of Net Revenue For purposes of this Commission Appendix, each Qualifying Order shall count as one Qualifying Order, regardless of the number of The Standard Stitch Products that are purchased pursuant to such Qualifying Order. PRIVACY POLICY This Privacy Policy of UpPromote about Affiliate Marketing system describes how we may collect and use personal data and the rights granted to merchants, affiliates and customers regarding their respective data. By joining the Affiliate program, you signify your approval of the terms set out in this Privacy Policy, and other terms and conditions. If you do not agree to this Privacy Policy, you must not use the affiliate marketing system. We may update this Privacy Policy from time to time in order to reflect, for example, changes to our privacy practices or for other operational, legal, or regulatory reasons. By continuing to our affiliate program after these changes are posted, you agree to the revised policy. Personal Information Controller Any personal information provided to or gathered by UpPromote under this Privacy Notice will be stored and controlled by UpPromote (the data controller). Information collected from Merchants When merchant uses the app, we are automatically able to access certain types of information from your Shopify account such as email, first name, last name, shop information (shop domain, shop currency, shop address …). We collect this information to provide you with our Services; for example, to confirm your identity, contact you, provide customer support when you contact us, provide you with advertising and marketing activities. Information collected from Affiliates When an Affiliate signs up to join a program, we collect some information to inform merchants such as email, personal information, payment details and social network information,...The information would help merchant evaluate affiliate background and potential, along with process specific activities within the app and contact affiliate if needed. Information collected from Customers when visiting merchant website In order to track referral order, when customers visit merchant website and make a purchase, UpPromote system will collect information of order such as total order, order items, order ID,.... About Cookies “Cookies” are data files that are placed on your device or computer and often include an anonymous unique identifier. Cookies are created when a user's browser loads a particular website. The website sends information to the browser which then creates a text file. Every time the user goes back to the same website, the browser retrieves and sends this file to the website's server. For more information about cookies, including how to disable them, visit allaboutcookies.org. Because cookies allow you to take advantage of some of Affiliate marketing system’s essential features, we recommend that you leave them turned on. Information sharing Ensuring your privacy is important to us. We do not share your personal information with third parties except as described in this privacy policy. We may share your personal information with third-party service providers who we employ to process specific functions; examples include providing email marketing activity, analyzing data and other marketing support,... Third-party service providers have access to personal information only as needed to perform their functions and they must process the personal information in accordance with this Privacy Policy. We may also disclose your personal information to any third party with your prior consent. Use of UpPromote app by Children UpPromote is not intended for children. If you are under 13, you may use the affiliate marketing system only with the supervision of your parent or guardian. Your Rights UpPromote understands that you have rights over your personal information, and takes reasonable steps to allow you to access, correct, amend, delete, port, or limit the use of your personal information. If you are using the system and wish to exercise these right, please contact us through hello@thestandardstitch.com. We may require that you provide us with acceptable verification of your identity before providing access to such information. If you are an affiliate and wish to exercise these rights, please contact the merchant you interacted with directly — we serve as a processor on their behalf, and can only forward your request to them to allow them to respond. Contact information If you have any questions about your personal data or this Privacy Policy, or if you would like to file a complaint about how we process your personal data, please contact us by email at hello@thestandardstitch.com