This Affiliate Agreement (the “Agreement”) is made by and between Woodtree Watches Ltd. Registered in England and Wales at Companies House No. 1150749. Registered Office 24 Hanbury Square, Petersfield, United Kingdom, GU31 4QT. (“woodtreewatches.com”), and you, as an Affiliate utilising the woodtreewatches.com service (“You”, “Your”, “Affiliate”).

To be an authorised affiliate of woodtreewatches.com (“Company” or “we” or “our”), you (“Affiliate”) agree to abide by the terms and conditions contained in this agreement. Please read this agreement carefully before registering and signing on as an affiliate. By signing up for the Woodtree Watches Affiliate Program, you are agreeing to accept this Affiliate Program Agreement and its terms and conditions. If you sign up on behalf of a company, organisation, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorised representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.

This Affiliate Program Agreement (“Agreement”) is subject to change at any time, without prior notice. You are responsible for reviewing this Agreement on a regular basis. Any changes that are made to this Agreement will not apply retroactively and will not apply to disputes or events occurring before the change is published.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. Promotional Materials.

In connection with any marketing efforts you choose to make for our products, please ensure that all promotional materials adhere to the following guidelines:

a. Product Reviews: In the event that you do a product review of any of our products, you should make sure that you disclose upfront that you receive a percentage of each sale made. In addition, all endorsements must reflect the honest opinions or experiences of the endorser. Any disclosures must be clear and conspicuous and not hidden. The most important principle is that an endorsement has to represent the accurate experience and opinion of the endorser. In addition, you must follow the following guidance:

i. You can’t talk about your experience with a product if you haven’t tried it.
ii. If you were paid to try a product and you thought it was terrible, you can’t say it’s terrific.
iii. You can’t make claims about a product that would require proof you don’t have. For example, you can’t say a product will cure a particular disease if there isn’t scientific evidence to prove that’s true.

Furthermore, such disclosures must be made clearly, frequently and conspicuously. Such disclosures ensure that readers can formulate an informed opinion about the information you provide by understanding the possible influence your material connection with our company might have on your endorsement of our products.

b. Linking In Articles: When using our affiliate link in an article, you must display a clear disclosure about the nature of your affiliate links and the material connection you have with our company. These disclosures must appear on the same page where the links appear, and they must be clear, conspicuous, and require no additional user interaction to read (such as clicking a link, scrolling or hovering over an element). According to the FTC: “Putting disclosures in obscure places – for example, buried on an ABOUT US or GENERAL INFO page, behind a poorly labeled hyperlink or in a terms of service agreement – isn’t good enough. The average person who visits your site must be able to notice your disclosure, read it and understand it.” All disclosures should appear in full, either before or in close proximity to the affiliate link itself.

Example Article Disclosure: “Disclosure: Some of the links in this post are ‘affiliate links.’ This means if you click on the link and purchase the item, I will receive an affiliate commission.”

c. Linking On Social Networks : When using our affiliate links on social networks, you must also display a clear disclosure about the nature of the links and the material connection you have with our company. In the form of social media posts, these disclosures must be part of the post that contains the affiliate link.

Example Facebook/Google+ Disclosure: “Ad: Check out our review of Woodtree Watches products, and why we think it’s the best place to find unique gifts.”

Example Twitter Disclosure: “woodtreewatches.com has the best wooden watches on the internet! #ad”

2. Affiliate Tracking and Commissions.

a. All sales are tracked using visitor IP and/or cookies. While this is the best method available, it is not perfect. We can only guarantee that sales will be tracked if the user’s IP does not change or their cookies are not cleared. This is also applied to any renewals, which are tracked independently of the initial purchase. Affiliate will include all Site integration tags, tracking pixels and other tracking code (“Code”) that we request, included any Code incorporated into the Links and/or Creatives. Affiliate may not alter the Code under any circumstances. If you alter, remove or disable any Code, you will not be paid for any net revenue that were or could have been attributed to that Code. In the event of a discrepancy in reporting, the tracking statistics and reports of Company shall control.

b. The last affiliate to refer a visitor gets credit for the sale. Multiple affiliates will not be paid for the same sale. Affiliates agree that in the event of a dispute regarding credit or payment, the sole determination of Company shall be final and binding. If a payment is refunded, then the commission for this payment will be removed from your account.

c. Only intentional clicks are allowed in the system. Forcing visitors to click a link, or using fake tracking pixels (also known as “cookie stuffing”), or any other means to register unsuspecting visitors in the system is strictly prohibited. Accounts using such methods will be terminated without warning and all revenues will be forfeited. This includes, but is not limited to, the use of: Auto-Hit or Auto-Surf programs, displaying affiliate tracking URL within an iframe or image src, automatic pop-ups or automatic redirects to affiliate URL’s without action by the visitor, or any other method meant to automatically track a visitor in the affiliate system without an intentional click from an interested buyer. If Company believes that Affiliate has fraudulently added registrations by non-approved methods (as solely determined by Company in its judgement), Affiliate agrees the payout for all such fraudulent leads will be forfeited.

d. Visitors referred by Affiliates are tracked for a maximum of 30 days. Visitors who are referred and make a purchase 31 days or more after clicking an Affiliate’s link will not be tracked, and a sale will not be awarded or compensated.

e. The Woodtree Watches Affiliate program offers commission on any referred and verified sale, depending on how much an Affiliate earns during the month, the percentage of commission varies accordingly.

• Affiliates will earn 10% commission on all orders until earnings reach £99.99 within one calendar month.
• If an Affiliate earns £100 or over of commissions in a month, the affiliate rate will go up to 15% on commissions of £100 or more.
• If an Affiliate earns £250 or over of commissions in a month, the affiliate rate will go up to 20% on commissions of £250 or more.
• If an Affiliate earns £500 or over of commissions in a month, the affiliate rate will go up to 25% on commissions of £500 or more.
• If an Affiliate earns £1000 or over of commissions in a month, the affiliate rate will go up to 30% on commissions of £1000 or more.

IMPORTANT: Commissions are calculated on the final sale amount not including any shipping costs, tax or VAT. Affiliate rates will reset on the 1st of every month.

a. Once you earned £50 or more in Affiliate commissions, a pay-out will be scheduled for the 10th of the following month into either your PayPal account or chosen bank account. No payments will be due or payable until an Affiliate has earned at least £50 minimum. Payments are only made through PayPal or to the Affiliate’s bank account. Therefore, you must have a valid PayPal email address assigned to your account or a bank account to receive any payments.

b. Company shall pay Affiliate the agreed upon percentage of Net Revenue from customers. Company shall have the right at any time in its sole discretion to alter the percentage of Net Revenue paid to Affiliates (including the payment of commissions upon renewal) upon the provision of ten days’ prior notice. Net Revenue means the gross revenues actually received by Company due to Affiliate’s actions less taxes, refunds, rebates and any discounts given. Payment shall be made within thirty (30) days after the last day of the month in which the Customer paid Company.

c. If you disagree with any compensation paid in connection with any month, you agree to notify Company within sixty days of payment for such month. Otherwise, you agree that any and all claims for underpayment for such month shall be waived. YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

4. Account Termination.

a. If we suspect that you are engaged in fraud of any kind, your account may be terminated without notice. Affiliates who have had their accounts terminated are not eligible to become affiliates thereafter. Accounts which refer customers using misleading or falsified information will be terminated. Lying to a potential customer in order to persuade them to purchase our products is strictly forbidden. Using illegal means of promotion, including (but not limited to) email SPAM is strictly prohibited. Accounts found to be promoting our products using methods that break the Privacy and Electronic Communications Regulations 2003 (UK), CAN-SPAM Act of 2003 (US) and General Data Protection Regulation (EU) will be immediately terminated and removed from the system.

b. Only one person may use an account, and each person may only create one account for themselves. Creating multiple accounts is not allowed. Affiliates with multiple accounts will be terminated.

c. Company reserves the right in its sole discretion, and without any prior notice, to terminate your access to the Service for any or no reason, including your breach of this Agreement or a violation of the rights of another or the law.

5. Prohibitions. Affiliate warrants and covenants on an ongoing basis that its web site(s) and marketing practices:

1. Do not violate any law or regulation governing (i) false or deceptive advertising, (ii) sweepstakes, or (iii) gambling;

2. Do not contain any trade disparagement or libellous, defamatory or infringing content; and (i) do not contain any machine-readable code that could be unintentionally downloaded onto a recipient’s computer (such as a worm, virus, Trojan Horse or other self-executing program) and damage or takeover recipient’s computer;

3. Do not offer incentives to users to click on ads or complete offers that award them cash, points, prizes or automatically enter them into contests, drawings or sweepstakes;

4. Will only be marketed to people who are eighteen (18) or older that are eligible to use the Company’s product.

5. Comply with all UK Privacy and Electronic Communications Regulations 2003, US local, state and federal laws regarding email marketing (CAN-SPAM ACT, effective January 1, 2004) and EU General Data Protection Regulations. If Company notifies Affiliate of its receipt of any complaint regarding Affiliate’s email practices, or alleged violations of email practices, Affiliate must respond to Company within forty-eight (48) hours of such notification and provide source information, including, but not limited to: (i) time, (ii) date, (iii), IP address, (iv) opt-in source, and (v) content of email message.

6. As a condition to your participation in the Affiliate Program, you agree that while you are an Affiliate, you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgements, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are an Affiliate. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (national, federal, state or otherwise) that govern marketing email, including without limitation, the Privacy and Electronic Communications Regulations 2003 (UK), CAN-SPAM Act of 2003 (US), General Data Protection Regulation (EU) and all other anti-spam laws.

7. 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.

8. Affiliate’s websites do not contain any materials that are:

i. Obscene, or pornographic;

ii. Offensive, profane, hateful, threatening, harmful, defamatory, libellous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);

iii. Graphically violent; or

iv. Solicitous of any unlawful behaviour

9. Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s websites. Nothing on Affiliate’s websites 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.

10. Affiliate will not use the Promotional Materials in any manner other than those set forth above.

11. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.

12. Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s websites 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 websites, 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 Company’s name.

13. Affiliate shall not during the Term compete directly or indirectly with Company in the sale of third party products or merchandise without the prior written consent of Company, provided that it shall not be a violation of this section for Affiliate to sell Affiliate-branded products or merchandise or products or merchandise previously marketed by Affiliate.

14. Affiliates shall not bid on search terms that include Woodtree Watches trademarks when promoting their affiliate links on search engines including, but not limited to, Google, Yahoo and Bing.

6. CAP CODE Compliance

The CAP Code applies to affiliate marketing within the categories of communication outlined in the Scope of the Code (LINK TO CAP CODE.  This includes content on an affiliate’s own website and social media if it’s directly connected to the supply or transfer of goods, services, opportunities and gifts.  This connection is usually by virtue of the inclusion of a hyperlink, a promotional code or other means by which a new customer or sale can be attributed to a specific affiliate.

Rule 2.1 of the CAP Code requires that marketing communications are obviously identifiable as such.  The Code also states that marketing communications must not falsely claim or imply that the marketer is acting as a consumer or for purposes outside its trade, business, craft or profession and that marketing communications must make clear their commercial intent, if that is not obvious from the context (rule 2.3).

Some forms of affiliate marketing will be obviously identifiable because of the nature of the medium, for example banner ads, branded emails, ‘cashback’ websites or websites solely dedicated to the product or service promoted.  However, in social media, vlogs, blogs, news sites and voucher sites, while it is certainly possible for the wider context and overall presentation to make clear that the author posting the content has a commercial relationship to the linked-to products, it may not be clear in all cases – particularly where the individual concerned is primarily a creator of non-commercial content or where the overall impression is of editorial independence.  In such cases, some form of additional disclosure is likely to be required to ensure that the affiliate content is obviously identifiable as a marketing communication.

Affiliate marketers are free to highlight their advertising content however they wish provided that it is obvious prior to engagement which links and associated content are advertising within each article.

By way of some examples, placing an identifier such as ‘(Ad)’ before parts of the content that relate to affiliated products is likely to be acceptable, as it would distinguish it from the editorial content.  Or, stating clearly at the beginning of the content that asterisks or other equivalent identifiers set out in the article relate to ‘advertising’ (and/or that they indicate that the author receives a small share of sales through the related link(s)) would also be acceptable.  A disclaimer of this nature at the bottom of such a post is unlikely to be sufficient because there is the potential that the links and any ‘directly connected’ claims would not be considered obviously identifiable as advertising at the time they are encountered by the reader.

7. FTC Compliance.

The Federal Trade Commission requires that affiliates disclose to their readers when they endorse a product and have a “material connection” to the seller of that product. These rules apply to any online review, article or endorsement that includes our affiliate link and encourages visitors to purchase our product. Disclosures are not required for links that are clearly advertisements (such as banner ads in your blog’s sidebar). By participating in our Affiliate Program, all Affiliates must agree to comply with the Federal Trade Commission’s 16 CFR § 255.5, and review and follow the suggestions outlined in their Revised Endorsement Guides FAQ (http://business.ftc.gov/documents/bus71-ftcs-revised-endorsement-guideswhat-people-are-asking). Every time you link to woodtreewatches.com in an article using your affiliate link, you must disclose the nature of your relationship with our company. Furthermore, such disclosures must be made clearly, frequently and conspicuously. Such disclosures ensure that readers can formulate an informed opinion about the information you provide by understanding the possible influence your material connection with our company might have on your endorsement of our products. Those Affiliates who do not comply with the FTC guidelines will be subject to account termination and commission reversal.

a. Appropriate Disclosure

1. Linking In Articles: When using our affiliate link in an article, you must display a clear disclosure about the nature of your affiliate links and the material connection you have with our company. These disclosures must appear on the same page where the links appear, and they must be clear, conspicuous, and require no additional user interaction to read (such as clicking a link, scrolling or hovering over an element). According to the FTC: “Putting disclosures in obscure places – for example, buried on an ABOUT US or GENERAL INFO page, behind a poorly labelled hyperlink or in a terms of service agreement – isn’t good enough. The average person who visits your site must be able to notice your disclosure, read it and understand it.” All disclosures should appear in full, either before or in close proximity to the affiliate link itself.

Example Article Disclosure: “Disclosure: Some of the links in this post are “affiliate links.” This means if you click on the link and purchase the item, I will receive an affiliate commission.”

2. Linking On Social Networks : When using our affiliate links on social networks, you must also display a clear disclosure about the nature of the links and the material connection you have with our company. In the form of social media posts, these disclosures must be part of the post that contains the affiliate link.

Example Facebook/Google+ Disclosure: “Ad: Check out our review of Woodtree Watches products, and why we think it’s the best place to find unique gifts.”

Example Twitter Disclosure: “woodtreewatches.com has the 15 of our favourite wooden watches on the internet! #ad”

8. Indemnification.

Affiliate shall indemnify Company and hold harmless and defend Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth herein. Affiliate shall also indemnify, defend and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.

9. Confidentiality.

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. Taxes.

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.

11. 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 this Agreement. COMPANY’S LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS AND AFFILIATES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, SHALL NOT EXCEED THE TOTAL SUM OF £100.00. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE CONTRACT BETWEEN US AND YOU. Some states do not allow the limitation of liability, so the foregoing limitation may not always apply.

For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOUR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.

12. Counterparts.

This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The individuals signing this Agreement represent and warrant that they are authorised to bind and do so bind the party on behalf of which they are executing this Agreement.

13. Severability.

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.

14. Headings.

The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

15. Assignment.

Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to any purchaser of all or any substantial portion of its business or assets or to any subsidiary or other affiliate without the prior approval of the other party, provided that the assignee specifically assumes in writing all of the obligations of the assignor. The parties agree that a merger, consolidation or acquisition of a controlling interest in a party shall be deemed an assignment of this Agreement for purposes of this provision.

16. Entire Agreement.

This 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 this Agreement. This Agreement may be amended or modified only in writing agreed to and signed by authorised representatives of both parties.