Zara Ambassador Program
This Zara Affiliate Agreement (referred to as this “Agreement”) is a binding agreement between the person (“you,” “your”) that applies to participate as an affiliate in the Zara affiliate marketing program (the “Program”) and ITX UK Limited (“Zara,” “we,” “us,” “our”). By submitting an application to participate in the Program, you agree to be legally bound by this Agreement. The Program is operated on behalf of Zara by Captiv8, Inc. (“Captiv8”).
To participate in the Program, you need to submit a complete Program application at https://ambassadors.zara.com/uk/ (the “Platform”). We will evaluate your application and will notify you through the Platform and via email of your acceptance or rejection. Employees of Zara or of any of our affiliates may not enroll or participate in the Program. We may reject your application for any reason, in our sole discretion.
The following provisions (Sections 1 – 6) will be effective if we accept your application to participate in the Program.
1. PROCESSED LINKS- To permit accurate tracking, reporting and commission accrual, we will give you access to links to our product pages at Zara.com (the “Zara Site”) that you will be able to process for use in the Program (the “Processed Links”). For so long as you continue to participate in the Program, you may post Processed Links on any website that we approved as part of application process (your “Site”) and may transmit Processed Links to potential Purchasers (as defined below) via email or otherwise, provided that you comply with all applicable laws, regulations and advertising codes relating to unsolicited emails or other communications and with the terms of service of any social media or other websites or services.
- You acknowledge and understand that if you do not use the Processed Links correctly, we will not be able to track sales attributable to your efforts, so you will not receive any Commissions (as defined below).
- The Processed Links may include text and images, including our branding. You must not change any Processed Link in any way.
The following terms relating to your right to receive commissions hereunder (“Commissions”) will have the meanings indicated:
“Commission Rate” means the percentage set forth on our Affiliate Commission Schedule, as it may be modified by us in our sole discretion from time to time. Commission rate shall be limited to a maximum of 5% per item unless otherwise provided in the Affiliate Commission Schedule.
“Net Revenue” with respect to any Qualifying Product Sale means the gross amounts paid by Product Purchaser for the applicable Product purchased exclusive of VAT and any other tax, less any refund issued to that Product Purchaser for returning such Product within the Return Period.
“Product” means an item of merchandise that we or any of our affiliates offers for sale on the Zara Site.
“Product Page” with respect to any Product, means the page of the Zara Site on which a Purchaser may select such Product, which will cause such Product to be placed in the Purchaser’s virtual shopping cart.
“Product Purchaser” means, with respect to each Qualifying Product Sale, the consumer to whom such Qualifying Product Sale was made.
“Qualifying Product Sale” means a Product sale on the Zara Site to a person (other than you or any of your friends, family members or business associates) who navigated to any Product Page using your Processed Link, provided that such sale occurs within 24 hours after such person’s use of your Processed Link to navigate to any Product Page.
“Return Period” means, with respect to any Qualifying Product Sale, the period of time during which the applicable Product Purchaser may return the applicable Product for a full refund based on our then-current applicable returns policy.
- Subject to the other provisions of this Agreement (including, but not limited to, Section 2(c)), we will procure Captiv8 to pay you a Commission for each Qualifying Product Sale equal to the Net Revenue generated by such sale multiplied by the Commission Rate, less any taxes that we or Captiv8 are required by law to withhold. Payment of each Commission will be due within 75 days after the Return Period with respect to the applicable Qualifying Product Sale expires and after the accrual of £40 in commission. For example, if you have earned £38 in qualifying commissions, this amount will be withheld until you have hit the commission threshold of £40 or greater. In the next biweekly payment cycle, you will be qualified for a commission payment.
- If, within 24 hours of the time that a Product Purchaser purchases any Product from the Zara Site, such Product Purchaser navigated to a Product Page one or more times using your Processed Link and one or more times using a link posted or transmitted by another Program participant, the Commission associated with that purchase will be paid to the Program participant (i.e., you or such other Program participant) that posted or transmitted the link used by such Product Purchaser most recently before such purchase. For example, if a Product Purchaser links to any Product Page using your Processed Link, then one hour later links to any Product Page using a link posted by another Program participant, and then one hour after that purchases Products at the Zara Site, the entire commission for such purchase will be paid to the other Program participant.
POLICIES AND PRICING
Product Purchasers will be deemed to be our customers. Accordingly, all of our rules, policies and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for Products in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
3. INTELLECTUAL PROPERTY- Our or our affiliates’ trademarks, trade names, logos and service marks made available to you through the Platform, including any of the foregoing that are incorporated into or a part of any Processed Links (the “Assets”), belong to us. Subject to this Agreement, we grant you a limited, nonexclusive, nontransferable, revocable licence, without any right to grant sublicences, to use the Assets in the precise form that they are provided to you via the Platform for so long as you continue to participate in the Program. Your use of the Assets must comply with any requirements that we publish on the Platform or of which we otherwise notify you. Upon notice from us, all uses of the Assets (other than as part of your Processed Links) will be subject to our prior review and approval, which we may grant or withhold in the exercise of our sole discretion.
- You will not modify the Assets or do anything that might impair our rights in the Assets or damage the reputation for quality inherent in the Assets. You will not contest the Assets or our sole ownership thereof, register or attempt to register in any jurisdiction any Asset or any confusingly similar trademark, trade name or service mark. You will identify the Assets by including appropriate symbols and notices reasonably requested by us.
- Your use of any Asset or Processed Link must not imply that we operate, endorse or sponsor your Site or business. Without limiting the generality of the foregoing, on your Site and on any email or other communication that includes any Asset or Processed Link, your branding must be substantially more prominent than ours. Your use of the Assets, including all goodwill associated with such use, shall inure solely to our benefit.
- You may not use Zara.com or the Zara, ITX or Inditex name, any variation thereof, or any other Asset in any manner not expressly authorized by this Agreement. In particular, you may NOT post Zara sales, promotions or coupons on your site without our prior written consent; you may NOT purchase domain names that have Zara, ITX or Inditex variations or misspellings in them which are intended to direct traffic away from the Zara Site; you may NOT use any framing technology that frames the Zara Site or any page thereof; you may NOT create sub-affiliate accounts under the original approved affiliate account, unless each such sub-account is approved by us; you may NOT use our name, or any variation thereof, in hidden text or source code; you may NOT use our name, or any variation thereof, in your domain or sub-domain; you may NOT engineer your site in such a manner that pulls Internet traffic away from the Zara Site; you may NOT engineer your site in such a manner that would be considered "keyword stuffing," such as using terms in hidden or live text that is meant to attract search engine spiders in order to determine higher relevancy to the Zara Site. We may, in our sole discretion, suspend your account and/or withhold Commissions if, it in our sole judgment, we determine you are in violation of any of the prohibitions or conditions contained herein.
We will own all right, title and interest (including all intellectual property rights) in and to all information that is created or collected in connection with this Agreement, including, without limitation, (a) any contact information collected from any customer who navigates to the Zara Site via your Processed Link ("Affiliate Customers") and (b) any information regarding click-through rates or product purchases by Affiliate Customers ("Sales Information"). Subject to the terms and conditions of this Agreement, we grant you a limited, worldwide, nonexclusive, royalty-free licence to use the Sales Information to the extent necessary to fulfil your obligations under this Agreement or for your internal research purposes. You agree not to disclose any Sales Information or Affiliate Customer contact information to anyone without our prior written approval. You agree to maintain and adhere to your privacy policy, as posted and updated on your site.
5. COMPLIANCE- Except with respect to your Processed Links, you are solely responsible for the content and manner of marketing activities related to your obligations and activities under this Agreement. All of your activities under this Agreement must be professional, tasteful, respectful, honest, accurate, up-to-date and appropriate and must comply with applicable rules, regulations and laws, including: (I) any relating to information security, the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and UK GDPR; and (II) any relating to the content and nature of any advertising or marketing (such as the CAP and BCAP advertising codes, the Competition and Markets Authority’s guidance on social media endorsements, and all other regulatory guidance (together, the “Codes and Guidance”)). For the avoidance of doubt, and without limiting any other legal and regulatory compliance obligations under this Agreement, you will include a disclosure statement (as required by the Codes and Guidance), as well as any other disclosures that we may require, within any and all web pages, emails, blogs posts, or social media posts where you post Processed Links or Zara branding.
- Without limiting the generality of the foregoing, (a) you will not post or link to, or otherwise be associated in any way with, any site, group or content that (I) is violent, pornographic, obscene or otherwise offensive, (II) infringes or otherwise violates any intellectual property rights, rights of publicity or other rights of any person or entity, (III) is libellous, (IV) is unlawful, or (V) disparages any person or group, including, but not limited to, on the basis of their race, nationality, gender, gender identity, sexual orientation, age, weight, disability or otherwise, and (b) you will not in connection with your Site or business or the promotion of the Zara Site or Products: (I) use any software that gathers information through the customer's Internet connection without his or her knowledge; (II) install spyware (or cause spyware to be installed) on another person's computer, or (III) use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or other content on a website in a way that interferes with a user's ability to view the website, (IV) use any opt-out downloads (i.e., any software, program, script, tool or element that would automatically download to a user's computer or that would become operative when the user accesses the Internet unless the user takes affirmative action to prevent the download); or (V) use browser-embedded contextual targeting applications or other applications which serve Advertising on Zara’s competitors’ websites or on any other website other than your Site. "Advertising" means (I) pop-up ads and pop-unders, (II) in-browser ads, and (III) highlighting of Site content and redirecting to other Sites, regardless of whether any such Advertising is served directly by you or is provided or purchased from a third-party provider.
- We disclaim all liability for the matters addressed in this Section 6. You will indemnify and hold us and Captiv8 harmless from all liabilities, costs, losses, claims, damages and expenses (including direct , indirect or consequential losses, loss of profit, loss of reputation and all interest penalties and without limitation, attorneys' fees calculated on a full indemnity basis) suffered or incurred relating to or arising out of or in connection with (a) your activities under or relating to this Agreement or the Program or (b) any breach of your obligations under this Agreement. The following provisions (Sections 7 – 19) will be effective whether or not we accept your application to participate in the Program.
- You or we may terminate your participation in the Program at any time, for any reason, with or without cause, upon notice.
- The term of this Agreement will begin when you submit an application to participate in the Program and will terminate (i) if we reject your application or (ii) when your participation in the Program terminates. If this Agreement terminates based upon our rejection of your application, we subsequently accept your application and you thereafter elect to participate in the Program, or if this Agreement terminates based on the termination of your participation in the Program and your participation in the Program later resumes (whether based on a new application or otherwise with our consent), then this Agreement will be promptly reinstated and in full force and effect.
- The provisions of this Agreement that, by their sense and context, are reasonably intended to survive the termination of this Agreement shall remain effective and enforceable thereafter. Those provisions include, but may not be limited to, Sections 4(d), 5, 6(c), 7(d) and 10 - 19.
- Upon termination of this Agreement, you will immediately remove any Processed Links or Assets from your Site or other online presence. Our obligation to pay Commissions based on Qualifying Product Sales that occurred during the term of this Agreement will survive termination of this Agreement, provided that we may withhold Commissions at termination if we, in our sole discretion, believe that you have breached this Agreement and that such Commissions were earned in violation of this Agreement.
We may amend this Agreement, at any time and in our sole discretion, upon notice to you. Any such amendment will be effective unless you terminate your participation in the Program within three business days after our notice to you of the amendment.
8. RELATIONSHIP OF PARTIESBoth of us are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf or to otherwise legally bind us in any way. You will not make any statement, whether on your Site or otherwise, that reasonably would contradict anything in this Section 9.
9. LIMITATION OF LIABILITY- Subject to Section 10(b), we will not be liable in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information , or pure economic loss, or for any indirect, special or consequential loss, costs, damages charges or expenses arising under or in connection with this Agreement or the Program, even if we have been advised of the possibility of the same. Further, subject to Section 10(b), our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise arising with respect to this Agreement and the Program will not exceed the total Commissions that accrued under this Agreement within one (1) year of the date your claim arose or GBP 100, whichever is greater. All claims made hereunder by you against us shall be made within 180 days of the act or omission which forms the basis of such claims.
- Nothing in this Agreement excludes our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.
We make no express or implied warranties, conditions or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage) and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement. In addition, we make no representation that the operation the Zara Site or the Program will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors or termination of the Zara Site, the Program or any product or service.
11. ASSIGNMENT AND OTHER DEALINGSYou may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under this Agreement, by operation of law or otherwise, without our prior written consent, and any purported assignment will be null and void and of no force or effect. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against, the parties and their respective successors and assigns.
12. SCOPE OF AGREEMENTThis Agreement and the Commission Schedule constitutes the entire agreement and understanding between you and us with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between you and us.
13. ATTORNEYS' FEESIn the event any action is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts such party shall be entitled to receive from the other party, shall be entitled to receive its reasonable attorneys' fees and costs incurred in bringing such action.
14. NOTICESAny notices that we provide to you under or relating to this Agreement or the Program must be in writing and may be delivered to you at the email address you provided in your application to participate in the Program, and you will be conclusively presumed to have received any such notice upon transmission. You are solely responsible for maintaining and regularly checking that email account. Any notices from you to us will be sent via email to help@captiv8.io
15. GOVERNING LAW AND JURISDICTION- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
- This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
17. WAIVEROur failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. The failure of either party to enforce any right or remedy shall not be deemed a waiver of said right or remedy.
18. THIRD PARTY RIGHTSUnless it expressly states otherwise, this Agreement does not give rise to any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
19. FORCE MAJEURENeither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure result from events, circumstances or causes beyond its reasonable control. The affected party shall use all reasonable endeavours to mitigate the effect of the force majeure event on the performance of its obligations. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for a continuous period of more than six months, the party not affected may immediately terminate this agreement by giving written notice to the affected party.