Affiliate Agreement V4
Basics of Agreement
The Licensee, operating under a valid DecoNetwork License Agreement, maintains a Fulfillment Centre and is duly licensed to use the DecoNetwork Service and to authorize Affiliates to use it to create websites and online stores for resale of printed or decorated goods and services.
Only individuals aged 18 or older and legally capable of entering into binding contracts may become Affiliates. By entering into this Agreement, the Affiliate acknowledges that they are legally competent, have read and understood all terms herein, and agree to be bound by them. The Affiliate thereby becomes entitled to create and operate a website that includes an online store (“Affiliate Store”) from which Consumers may purchase goods and services to be produced and shipped by the Licensee’s Fulfillment Centre.
This overview is for informational purposes only. The following clauses form the legally binding agreement.
1. Parties
This Agreement is made electronically on the Date of Acceptance between the Licensee described on the Licensee’s Website (“Blue Moose Designs, LLC”) and the Affiliate identified in the completed “Details of Affiliate” form submitted prior to clicking the “Continue” or “I Agree” button.
2. Definitions
For the purposes of this Agreement:
“Affiliate’s Store” means the website operated by the Affiliate using the Licensee’s DecoNetwork Service.
“Consumer” means a person purchasing items from the Affiliate’s Store.
“Fulfillment Centre” means the facility operated by the Licensee to produce and ship items purchased through the Affiliate’s Store.
“Intellectual Property Rights” include copyrights, trademarks, trade secrets, patents, moral rights, and other proprietary rights worldwide.
“Service” means the DecoNetwork platform and any associated services provided by the Licensee.
“Affiliate” means any person or entity entering this Agreement with the Licensee.
“Licensee” means Blue Moose Designs, LLC, an Alaska limited liability company.
3. Formation of Agreement
3.1 An individual becomes an Affiliate by completing registration, agreeing to this Agreement, and clicking the “Continue” or “I Agree” button.
3.2 The Licensee reserves the right to decline, suspend, or terminate any Affiliate application at its discretion.
3.3 Affiliates must provide a valid PayPal or bank account for payments. The Licensee is not responsible for transfer delays or currency conversion fees.
3.4 This Agreement takes effect upon acceptance and remains in force until terminated under Section 6.
4. Authorization and Use of the Service
4.1 Upon activation, the Affiliate is granted non-exclusive, revocable access to the Service to create and operate an Affiliate Store for the sole purpose of reselling Licensee’s products.
4.2 The Affiliate must not represent itself as an employee, partner, or agent of the Licensee. The relationship is strictly that of an independent contractor.
4.3 The Affiliate shall not make any warranties, guarantees, or representations on behalf of the Licensee beyond those expressly authorized in writing.
4.4 The Affiliate must comply with all applicable laws, including U.S. federal, Alaska state, and local regulations regarding advertising, e-commerce, consumer protection, and data privacy.
5. Content, Intellectual Property, and Compliance
5.1 Affiliates may use provided marketing materials solely for promoting their Affiliate Store. No modification, duplication, or redistribution of copyrighted assets is permitted.
5.2 All products, images, templates, and platform content remain the exclusive property of Blue Moose Designs, LLC or its licensors.
5.3 The Affiliate retains ownership of original designs it uploads but grants the Licensee a worldwide, royalty-free, non-exclusive license to reproduce and distribute such designs solely for order fulfillment.
5.4 The Affiliate guarantees that all uploaded artwork, logos, or other materials comply with copyright, trademark, and publicity laws. The Affiliate must have explicit permission or legal rights to use all content.
5.5 The Affiliate agrees to indemnify and hold harmless Blue Moose Designs, LLC from any claims of copyright or trademark infringement arising from designs or content submitted by the Affiliate or its customers.
5.6 The Licensee reserves the right to remove, suspend, or reject any artwork or product deemed illegal, defamatory, infringing, or inappropriate at its sole discretion.
6. Term and Termination
6.1 Either party may terminate this Agreement with ten (10) days’ written notice.
6.2 The Licensee may immediately terminate without notice if the Affiliate:
- Violates any law or regulation related to its use of the Service;
- Engages in fraud, misrepresentation, or unlawful conduct;
- Infringes upon intellectual property rights of others;
- Brings disrepute upon Blue Moose Designs, LLC or its affiliates;
- Fails to maintain an active Affiliate Store for twelve (12) consecutive months.
7. Payment
7.1 Affiliates are paid commissions or markups based on successful completed orders as tracked within the DecoNetwork system.
7.2 Payments are processed monthly via the method provided by the Affiliate.
7.3 The Affiliate is solely responsible for reporting and paying any taxes on income received under this Agreement.
7.4 Any payment disputes must be submitted in writing within 30 days of payment; otherwise, they are considered settled.
8. Liability, Indemnification & Hold Harmless
8.1 The Affiliate agrees to indemnify, defend, and hold harmless Blue Moose Designs, LLC, its owners, employees, agents, contractors, and affiliates from and against all claims, losses, damages, liabilities, penalties, costs, and expenses (including attorney’s fees) arising out of or relating to:
- Any breach of this Agreement by the Affiliate;
- Any violation of law, regulation, or third-party right (including copyright, trademark, privacy, or publicity);
- Any negligent, reckless, or intentional act or omission by the Affiliate;
- Any claim by a Consumer, government, or third party related to the Affiliate’s Store, promotions, or representations.
- Indirect, consequential, punitive, or special damages;
- Loss of profits, goodwill, or data;
- Downtime, internet interruptions, or third-party platform outages;
- Acts of force majeure or events beyond its reasonable control.
9. Independent Contractor Status
The Affiliate acts solely as an independent contractor and is not an employee, agent, or legal representative of Blue Moose Designs, LLC. The Affiliate shall not bind or attempt to bind the Licensee in any contract, obligation, or representation.
10. Confidentiality
All non-public business, technical, and financial information disclosed by either party shall be treated as confidential and not shared with third parties without prior written consent, except as required by law.
11. Governing Law, Jurisdiction, and Dispute Resolution
11.1 This Agreement and any dispute arising from it shall be governed by and construed in accordance with the laws of the State of Alaska, United States of America, without regard to conflict of law principles.
11.2 Any dispute that cannot be resolved through direct negotiation shall be submitted to binding arbitration in Anchorage, Alaska, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
11.3 Judgment on the arbitration award may be entered in any court of competent jurisdiction.
11.4 Nothing prevents Blue Moose Designs, LLC from seeking injunctive or equitable relief in any court to protect its intellectual property or confidential information.
12. Notices
All notices under this Agreement must be delivered via email or certified mail to the addresses last provided by each party. Notices are deemed received when acknowledged electronically or within three (3) business days of mailing.
13. Entire Agreement
This Agreement constitutes the full understanding between the parties regarding the subject matter herein and supersedes all prior agreements or representations. No amendment or modification shall be valid unless in writing and executed by both parties.
Effective Date: Upon digital acceptance by the Affiliate.
