Affiliate Registration

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I accept the Terms of Use and Privacy policy of this Affiliate program (read them here)

Terms of Use and Privacy Statement

Affiliate Agreement

Please read this Affiliate Agreement (“Agreement”) carefully before you decide to apply

for Clara Sunwoo LLC’s Affiliate Marketing Program.

By applying to be a Clara Sunwoo LLC

affiliate, you (a) agree to abide by the following terms and conditions if you are accepted into the

Affiliate Program, (b) acknowledge and agree that these terms and conditions constitute an

agreement between Clara Sunwoo LLC and you upon your acceptance into the Program; (c)

represent and warrant that you are lawfully able to enter into this Agreement; and (d)

acknowledge and agree that you are and will remain in compliance (and will be responsible for

assuring that your employees, agents and contractors comply) with the terms and conditions of

this Agreement. This Agreement is written in plain language intentionally avoiding legalese to

ensure that this Agreement may be clearly understood and followed by Affiliates.

1. Definitions

As used in this Agreement, “we”, “our”, or “CS” means Clara Sunwoo LLC, a Delaware limited

liability company, and “you”, “your,” “applicant,” or “Affiliate” means the affiliate applying to

join the Affiliate Marketing Program.

“Product Site” means clarasunwoo.com and all pages on the site.

“Product” means any of the products sold on the Product Site.

“Sponsoring Site” individually and collectively means your website and/or social media platform

from which you will place Referral Links to the Product Site.

“Referral Link(s)” means the specific URLs assigned to a Sponsoring Site under this Affiliate

Marketing Program.

“Affiliate Marketing Program” means the program managed by or on behalf of us by which

participating entities place links on their Sponsoring Site that connect to the Product Site and for

which a referral fee is earned for Qualifying Purchases.

The terms “Qualifying Purchase”, “purchase”, “sale,” or “Affiliate sale,” used in this Agreement

mean the purchase of a Product by third parties who navigate from your Sponsoring Site to the

Product Site through a Referral Link. Purchases of Products made through any links other than

Referral Links are not included.

“Gross Proceeds” will mean the proceeds received by CS from Qualifying Purchases. This does

not include payments received that are in addition to the purchase price(s) of the Product(s) (e.g.

taxes, shipping and handling, etc.).

“$”, “dollar” or “dollars” mean US Dollars.

2. Term

This Agreement shall become effective on the date of our acceptance of your application to

enroll the Sponsoring Site in our Affiliate Marketing Program, such application signifying your

acceptance of this Agreement. The term of this Agreement shall end when either party gives a

fifteen (15) days termination notice to the other unless otherwise terminated according to the

provisions set herein.

We reserve the right to terminate this Agreement at any time if we determine, in our sole

discretion, that you have breached any terms of this Agreement and/or if your website or social

media platform is deemed in our sole discretion not to be a good fit for our brand. You

acknowledge that if we terminate this Agreement for reasonable cause, you shall forfeit any

accumulated earnings in your account as of the date of termination. This does not limit our right

to seek other remedies under law or equity.

3. Promotion

You are free to promote the Referral Link as you see fit, provided you do not participate in any

of the forbidden actions set out in Section 4. You may add as many links as you wish to the

Product Site or to remove such links at any time and without prior approval from CS.

Examples of acceptable ways to promote the products are: through banners, text links, and letters

of recommendation to newsletter subscribers or to your client base. However, if you use SPAM

(in any way, shape or form, including email and newsgroup spamming), or offer our Products on

any WAREZ, CRACK, or SPAM oriented website, your account will be immediately terminated

for breach and you shall forfeit any accumulated earnings in your account as of the date of

termination.

As the Affiliate, you are solely responsible for your Sponsoring Site and for ensuring that your

reviews, product descriptions and articles (if applicable at your Sponsoring Site) obey all

applicable copyright and other laws. You must have express permission to use another party’s

copyrighted material. We will not be responsible if you use another party’s copyrighted material

in violation of the law.

4. Forbidden Actions

This Agreement will be terminated without notice if, in our sole discretion, we determine that the

Affiliate has breached any or all of the following explicitly prohibited actions.
THE AFFILIATE WILL FORFEIT ANY ACCUMULATED UNPAID EARNINGS IF THE AGREEMENT IS

TERMINATED UNDER THIS PROVISION.

Click Fraud: Affiliate shall not, either directly or indirectly, act, encourage or require users to

click on links to Product Site and/or generate clicks or orders through any means that could be

reasonably interpreted as coercive, incentivized, misleading, malicious, or otherwise fraudulent.

Trademarks: Affiliate may not use our Trademarked Terms (which are identified below) as part

of their domain or sub-domain (e.g. clarasunwoo-discount.com, sunwoofashion.net,

clarasunwoo.website.com), or as part of their username (e.g. Instagram or Twitter usernames).

Affiliate is prohibited from bidding on trademarks owned by CS, or is confusingly similar to

CS’s trademarks. This includes any variation, combinations, and lower case variants of these

terms with or without the “www” prefix or “.com” suffix.

Trademarked Terms include the following:

●Clara Sunwoo

●Clara S.

●Clara S. Inc.

●Roseann Sunwoo

●Liquid Leather

Keyword Buys: Affiliate may not make keyword buys—advertising that appears when certain

words are purchased and that matches a given keyword search query—that are confusingly

similar to or a derivation of CS’s name or other trademarks, including the misspellings or “typo

squatting” variants of CS’s terms.

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

1.You may not bid on any of 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, Amazon, Bing, MSN or Yahoo.

2.You may not use trademark terms in sequence with any other keyword (e.g. “Clara

Sunwoo 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.

If you automate your PPC campaigns, it is your responsibility to exclude our Trademarked Terms

from your program and we strongly suggest you add our Trademarked Terms as negative

keywords.
We have a strict no-tolerance policy on PPC trademark bidding. You will forfeit, at

minimum, all commissions from the past 30 days and your commission will be set to 0% without

warning if you engage in PPC bidding that uses our Trademarked Terms. We reserve the right to

add additional terms to our Trademarked Terms at any time, and this Agreement applies to the

use of any such additional Trademarked Terms.

Inappropriate Content: No Referral Link should be placed on any page or screen that contains

content that:

●incites, encourages, advocates or promotes discrimination based on race, sex, religion,

nationality, disability, sexual orientation, or age;

●incites, encourages, advocates or promotes illegal activities including, but not limited to,

violence against persons or property, terrorism, armed insurrection, piracy or treason;

●promotes sexually explicit materials;

●incites, encourages, advocates or promotes the sexual abuse or exploitation of children

and minors;

●violates the intellectual property rights of third parties; or

●contains or promotes deceptive information.

●contains any content that is threatening, harassing, defamatory, or obscene.

Own Purchases: Affiliate shall not use their own affiliate link in order to receive commissions on

their own purchases.

Other Restrictions:
Sponsoring Site may not:

●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.

●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 Affiliate

commissions from another website.

●Manipulate Referral Link.

●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.

●Engage in cookie stuffing or include pop-ups or false or misleading links on your

website. In addition, wherever possible, you will not attempt to mask the referring URL

information (i.e. the page from where the click is originating).

●Use redirects to bounce a click off of a domain from which the click did not originate in

order to give the appearance that it came from that domain.

5. Tracking of Qualifying Purchases

Upon joining our Affiliate Marketing Program, we will provide Affiliates with a unique Referral

Link(s) and a cookie set to expire in three (3) days so that the Affiliate will be credited for any

sale that occurs on a return visit by a referred user. However, the cookie containing your

identification may be replaced with the cookie of another participant of this Affiliate Marketing

Program if the user subsequently accesses the Product Site from the link of the other participant

before placing an order.

We will exercise reasonable care in tracking the Qualifying Purchases. The Affiliate shall be

responsible for ensuring that these special unique Referral Links are formatted properly, which is

necessary for the tracking of sales. You will be responsible for integrating the Links into your

site to properly enable sales tracking, and we will not be responsible for your failure to do so,

including to the extent such failure may result in any reductions of amounts that would otherwise

be paid to you under this Agreement. Statements of Qualifying Purchases activity will be

provided to the Affiliate via https://www.affiliatly.com/ All Sales Reports are directly accessible

at the Affiliate's unique sales portal

6. Fulfillment of Orders

The price charged for every Product will be determined by CS according to our own pricing

policies. In case of any price discrepancies, the price charged to the customer will always be the

price listed on the Product Site linked from your Sponsoring Site. Product availability can

change at any time at our discretion.

We will exercise reasonable efforts to keep the Product Site operational. However, certain

technical difficulties may, from time to time, result in temporary service interruptions. The

Affiliate agrees not to hold CS liable for any consequences that may result from such

interruptions.

CS will be responsible for processing orders placed by a customer following a Referral Link.

Order entry will use the Product Site’s secure online ordering process. All website use terms and

policies governing the use of the Product Site will apply to orders received through your Referral

Links. The Affiliate does not have the authority to make or accept any offer on our behalf. We

reserve the right to reject any order that does not comply with our terms of use and/or policies.

We are not responsible for any representations made by the Affiliate which contradict our terms

of use and/or policies. To protect the privacy of our customers, the names and other personally

identifiable information about customers who made the Qualifying Purchases will not be

provided to you. All such customer information shall be owned solely and exclusively by CS.

7. Referral Fees and Payment
Unless otherwise agreed in writing between the parties, we will pay you a commission that is a certain
percentage of the aggregate Gross Proceeds received from Qualifying Sales originating from your Referral Link(s)
(“Referral Fee”). The percentage of the commission shall follow the following sliding scale system:
Gross Proceeds: Commission: Less than $5,000 5% $5,000 to $7,000 7% More than $7,000 10%
Referral Fees will remain at 10% once Gross Proceeds have passed $7,000.

Affiliate shall be responsible for all taxes associated with the receipt of any payments.
Payments for the applicable Referral Fee shall be made to the Paypal account provided by the affiliate
or by check in the name and address you provide to us. Payments will occur by the date range report
given by the affiliate’s portal. The date range report shall be made approximately five weeks after the last day
of each monthly accrual period.

For example, fees for Qualifying Purchases made during the month of March (i.e. March 1-31)
will be computed by the end of April and paid during the first week of May.

You are solely responsible for ensuring that the account information is accurate and up to date.

If, during any calendar month, referral fees do not exceed the payout minimum (currently set at

$50.00 but may be changed at our discretion at any time), then you may not receive payments

until the following calendar month during which your aggregate referral fees equal to or exceed

said amount or until the termination of this agreement, whichever occurs earlier.

You are eligible to earn a Referral Fee only for Qualifying Purchases made during the Term of

this Agreement. No payment will be made to Affiliate for sales that result in refunds or returns

and, at our own discretion, we may elect to withhold payment for a reasonable time to ensure

against cancellations or refunds.

If the commission has been paid to the Affiliate for a purchase later returned by the customer, the

commission for such purchase will be deducted from the next monthly payment. Referral Fees

earned through the date of expiration or cancellation of this agreement will remain payable only

if the products are not returned or the orders are canceled. Remittance of the final referral fee

payment to the Affiliate may be withheld for a reasonable time in order to ensure that the correct

amount is paid.

8. Intellectual Property

You hereby recognize our right of ownership (or license) of all trademarks, trade names, and

other intellectual property rights associated with the Product Site and the Products. You will act

consistently with these rights and act to preserve them in the course of marketing and sales of our

Products. We hereby grant you a non-exclusive, non-transferable, royalty-free license to establish

hyperlinks between your Sponsoring Site and our Product Site and to use our trade names, logos,

trademarks and service marks (the “Product Site Marks”) on your Sponsoring Site solely as is

reasonably necessary to establish and promote such hyperlinks and to otherwise perform your

obligations under this Agreement; provided, however, that any other usages shall be subject to

our prior written approval.

You hereby grant to us, during the Term, a non-exclusive, non-transferable, royalty-free license

to use your trade names, logos, trademarks and service marks (the “Affiliate Marks”) solely as is

reasonably necessary to make reference to you in our marketing collaterals and Product Site

(including related sites owned and/or operated by CS) and to otherwise perform our obligations

under this Agreement; provided, however, that any other usages shall be subject to your prior

written approval.

Except as set forth above, you and we each reserve all right, title and interest in respective

intellectual property rights and use of the other’s intellectual property is strictly prohibited.

9. Representations and Warranties

Each party hereby represents and warrants that:

●it has full power and authority to enter into this Agreement and to perform its obligations

hereunder;

●it has obtained all permits, licenses, and other governmental authorizations and approvals

required for its performance under this Agreement;

●the services to be rendered by each party under this Agreement neither infringe nor

violate any patent, copyright, trade secret, trademark, or other proprietary right of any

third party.

We make no warranties, representations or conditions with regard to this Affiliate Marketing

Program, the Product Site, or the Products except as expressly set forth in the Product Site’s

then-current product sales policies, including without limitation any implied warranty of

merchantability or fitness for a particular purpose or non-infringement or any implied warranty

arising out of course of performance, course of dealing, or usage of trade.

10. Limitation of Liability

CS shall have no liability for any indirect, incidental, special or consequential damages or any

loss of revenue or profits arising under or with respect to this Agreement or the Affiliate

Marketing Program. Further, in no event shall our aggregate liability arising under or with

respect to this Agreement and/or the Affiliate Marketing Program exceed the total referral fees

paid or payable by us to Affiliate under this Agreement for the preceding twelve (12) months

from the date of claim.

11. Indemnification

You agree to indemnify, defend and hold harmless us and our affiliates, directors, officers,

employees and agents, from and against any and all liability, claims, losses, damages, injuries or

expenses (including reasonable attorney’s fees) relating to the operation of your Sponsoring Site,

a breach of your obligations under this Agreement, or the violation of any third party intellectual

property rights by your Sponsoring Site or by materials you provide to us for display on our

promotional materials and/or websites.

12. Miscellaneous

Governing Law: Other than the arbitration agreement provided herein, this Agreement shall be

construed and governed by the laws of the State of New York, without regard to principles of

conflicts of laws. To the extent that any lawsuit is permitted under this Agreement, 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 New York

(Brooklyn or Manhattan) or the United States District Court for the Southern or Eastern Districts

of New York, if such court has subject matter jurisdiction. Notwithstanding anything to the

contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or

national court of competent jurisdiction for any actual or alleged infringement of our 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.

Arbitration: If a dispute shall arise between the parties concerning this Agreement, and we are

unable to amicably resolve such dispute, Affiliate and CS mutually agree to submit such dispute

to binding arbitration by a single arbitrator, in accordance with arbitration rules promulgated by

JAMS. JAMS Rules may be found at www.jamsadr.com or by searching for “JAMS

Comprehensive Arbitration Rules and Procedures.” Any such arbitration shall be conducted

exclusively in New York. The decision of such arbitrator shall be in writing and shall be final

and binding.

Independent Contractor: As an Affiliate, you are serving as an independent contractor, and

nothing in this Agreement or the Affiliate Marketing Program in general creates an agency,

franchise, partnership, sales representative or employment relationship between you and CS. You

will have no authority to make or accept any offers or representations on our behalf. You will not

make any statement that will reasonably contradict anything in this section. Affiliate shall not

assign this Agreement, by operation of law or otherwise, without our prior written consent.

Subject to the foregoing restriction, this agreement is binding upon, inures to the benefit of, and

is enforceable by the parties and their respective successors and assigns.

Force Majeure: Neither party will be considered to be in breach of, or default under, this

Agreement on account of any delay or failure to perform as a result of any causes or conditions

that are beyond our respective reasonable control. If any force majeure event occurs, the affected

party will give prompt written to the other and will use commercially reasonable efforts to

minimize the impact of the event.

Entire Agreement: This Agreement constitutes the entire agreement between the parties with

respect to the subject matter hereof and supersedes all prior negotiations, representations and

agreements, oral or written, with respect to the subject matter hereof. If one or more provisions

of this Agreement shall be found to be invalid, illegal or unenforceable in any respect, the

validity, legality and enforceability of the remaining provisions shall not in any way be affected

or impaired thereby, provided the surviving Agreement materially comports with the original

intent of the Parties. Waiver by CS of any breach of this Agreement shall not constitute a waiver

of any subsequent breach of this Agreement.

Notice: Any notices under this Agreement will be given in writing. Notices to CS may be given

by electronic mail to Peter@clara-sunwoo.com and notices to Affiliate may be given by

electronic mail to the address provided upon registration (and if applicable, as updated), which

shall be deemed delivered and given for all purposes on the sent date, but only if the receiving

party has confirmed its receipt.

Modification: We reserve the right to change any of the terms and conditions of this Agreement,

at any time and at our sole discretion, by posting a new agreement on the Product Site. If you

disagree with any of the updated terms, your sole remedy is to terminate within seven (7) days

from the date of notice. Your continual participation in the Affiliate Marketing Program indicates

your acceptance of the updated terms.

By clicking this box, you agree you are applying to CS’s Affiliate Marketing Program, and if

accepted, agreeing to the above Affiliate Agreement.

I accept the Terms of Service and Privacy policy of Affiliatly.com

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