Affiliate Terms of Service

CAPERFUME AFFILIATE PROGRAM

Terms & Conditions

Effective Date: December 24, 2023
Last Updated: December 24, 2023

⚠️ BINDING AGREEMENT - READ CAREFULLY

BY ENROLLING IN, APPLYING TO, OR PARTICIPATING IN THE CAPERFUME AFFILIATE PROGRAM IN ANY MANNER, YOU EXPRESSLY AGREE TO BE LEGALLY BOUND BY ALL TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.

This includes, but is not limited to:

  • Clicking "I Agree" or "Sign Up" on any enrollment form
  • Accessing your affiliate dashboard
  • Using any affiliate tracking links
  • Promoting CaPerfume products in any capacity
  • Accepting any commission payments

If you do not agree to these terms, you must immediately cease all participation in the Program and may not use any affiliate links or promotional materials.

These Affiliate Terms & Conditions ("Agreement") constitute a legally binding contract between CaPerfume, a business operating in Santa Ana, California ("CaPerfume," "Company," "we," "us," or "our") and the individual or entity participating in the CaPerfume Affiliate Program ("Affiliate," "you," or "your").

You acknowledge that:

  1. You have read and fully understand all provisions of this Agreement
  2. You have had the opportunity to seek independent legal counsel
  3. You voluntarily agree to all terms without duress or coercion
  4. This Agreement is enforceable and creates binding legal obligations
  5. Violations may result in legal action and financial penalties

1. PROGRAM PURPOSE & CORE PRINCIPLES

1.1 Program Intent

The CaPerfume Affiliate Program exists exclusively to reward partners who drive new, incremental customer acquisition through:

  • Original, value-adding content
  • Genuine product recommendations based on authentic experience
  • Transparent audience engagement
  • Meaningful customer education

1.2 The Incrementality Standard

Core Principle: Commissions are awarded only for conversions that would not have otherwise occurred without the Affiliate's direct, meaningful intervention.

What This Means:

  • The customer must discover CaPerfume through the Affiliate's original content or recommendation
  • The referral must represent genuine value creation, not attribution interception
  • The customer must not already be in the purchase process when the affiliate link is triggered
  • The affiliate must add substantive value to the customer journey

1.3 Prohibited Intent

This Program is NOT:

  • A rebate mechanism for existing customers
  • A discount tool for self-purchases
  • A system for intercepting organic brand searches
  • An opportunity to manipulate attribution without adding value
  • A platform for automated or low-quality traffic arbitrage
  • A tool for cookie stuffing or checkout interference

Any attempt to use the Program for these purposes constitutes material breach, fraud, and grounds for immediate termination with commission forfeiture.

2. ELIGIBILITY & APPROVAL

2.1 Application Requirements

To be considered for the Program, applicants must:

  1. Maintain an active website, blog, social media presence, or content platform
  2. Disclose primary traffic sources and promotional methods
  3. Provide accurate contact and payment information
  4. Demonstrate alignment with CaPerfume's brand values and quality standards
  5. Comply with all applicable laws and regulations
  6. Have no prior termination from this or similar programs for fraud

2.2 Approval & Discretion

  • Participation is subject to approval at CaPerfume's sole and absolute discretion
  • We reserve the right to accept or reject any application without explanation
  • Approval may be granted conditionally and subject to ongoing compliance review
  • We may remove Affiliates at any time if standards are no longer met
  • Prior approval does not guarantee future participation

2.3 Ongoing Compliance

Continued participation requires:

  • Adherence to all terms of this Agreement
  • Maintenance of quality content standards
  • Cooperation with audits and compliance reviews
  • Transparent communication regarding promotional methods
  • Immediate disclosure of any material changes to traffic sources or methods

3. APPROVED PROMOTIONAL METHODS

3.1 Permissible Activities

Affiliates may promote CaPerfume through:

Content-Based Promotion:

  • Original editorial content (blogs, articles, guides)
  • Video reviews or demonstrations based on actual product use
  • Social media posts with authentic engagement
  • Email newsletters to opted-in subscribers
  • Comparison reviews based on genuine product experience
  • Educational content about perfume oils, fragrance families, or scenting

Quality Standards: All promotional content must:

  • Provide substantive value to the audience beyond just affiliate links
  • Be based on actual product knowledge, use, or research
  • Include clear, conspicuous affiliate disclosure per FTC guidelines
  • Accurately represent CaPerfume products and brand
  • Not make false, misleading, or exaggerated claims
  • Reflect CaPerfume's positioning as luxury, affordable perfume oils

3.2 FTC Disclosure Requirements

MANDATORY: All affiliate relationships must be clearly and conspicuously disclosed.

Required Disclosure Placement:

  • Visible before or immediately adjacent to affiliate links
  • Clear and unambiguous language (e.g., "I earn a commission if you purchase through this link")
  • Not hidden in footnotes, tooltips, collapsed sections, or buried in text
  • Repeated on each page containing affiliate links

Compliant Examples:

  • "This post contains affiliate links. I may earn a commission if you purchase through these links."
  • "As a CaPerfume affiliate, I earn from qualifying purchases."
  • "Affiliate Disclosure: I receive a commission when you purchase through this link."

Non-Compliant Examples:

  • Generic "some links may be affiliate links" disclaimers without specificity
  • Disclosures placed only in site-wide Terms of Service or About pages
  • Ambiguous language that doesn't clearly state financial relationship
  • Disclosures that require user action to view (click to expand, hover, etc.)

4. STRICTLY PROHIBITED ACTIVITIES

⚠️ CRITICAL NOTICE: Violation of ANY provision in this section constitutes immediate, material breach and will result in:

  1. Immediate termination from the Program without notice
  2. Forfeiture of ALL pending commissions regardless of validation status
  3. Reversal of previously paid commissions where fraud is detected, with demand for repayment
  4. Potential legal action for fraud, breach of contract, or violation of California Business & Professions Code

YOU ACKNOWLEDGE THAT THESE PENALTIES ARE REASONABLE AND PROPORTIONATE TO THE HARM CAUSED BY PROHIBITED ACTIVITIES.

4.1 Cookie Manipulation & Attribution Abuse

PROHIBITED: Any method of setting a tracking cookie without affirmative, conscious user action on a clearly labeled affiliate link.

Specific Violations Include:

A. Cookie Stuffing

  • Using 1x1 pixels, web beacons, or tracking pixels to set cookies without user knowledge
  • Hidden iFrames that load CaPerfume pages invisibly in the background
  • Pop-unders or background windows that trigger without user initiation
  • Any automated cookie-setting mechanism that doesn't require deliberate user click
  • Loading affiliate links in hidden page elements

B. Forced Redirects

  • Automatically redirecting users to CaPerfume without explicit, intentional click
  • Redirect chains that obscure the affiliate relationship or original source
  • JavaScript or meta-refresh redirects triggered without affirmative user action
  • Auto-forwarding from content pages to CaPerfume site
  • Exit pop-ups that redirect to CaPerfume when user attempts to leave

C. Cookie Overwriting

  • Software, browser extensions, or scripts that detect and replace other affiliates' cookies
  • "Cookie cleaning" tools that remove existing cookies before setting new ones
  • Any method designed to claim attribution from legitimate referrers
  • Intentionally short cookie durations designed to interfere with other affiliates
  • Last-click attribution manipulation

D. Session Hijacking

  • Intercepting users already browsing CaPerfume website
  • Injecting affiliate parameters into existing sessions
  • Modifying browser behavior during active CaPerfume sessions
  • Adding affiliate tracking to users who arrived via organic search
  • "Piggyback" attribution on other marketing channels

Legal Definition: For purposes of this Agreement, "meaningful engagement" requires:

  • Minimum 15-second session duration from initial affiliate link click
  • At least one page interaction (scroll, click, or form entry) before conversion
  • Clear referral path from affiliate content to CaPerfume site
  • No evidence of automated or manipulated traffic patterns

4.2 Coupon Injection & Checkout Interference

PROHIBITED: Any technology, software, or method that interferes with or modifies the customer checkout process.

Specific Violations Include:

A. Coupon Injection & Shopping Assistants

  • Browser extensions that automatically apply, suggest, or test coupons at checkout
  • "Shopping assistant" tools that pop up, overlay, or modify checkout pages
  • Toolbar software that alters CaPerfume checkout interface or functionality
  • Any automated coupon testing, application, or suggestion mechanism
  • Software that compares prices or offers during CaPerfume checkout

⚠️ DETECTION NOTICE: CaPerfume employs real-time monitoring for coupon injection events. Sales involving detected injection will be:

  • Automatically flagged and voided
  • Excluded from commission calculations
  • Investigated for pattern fraud
  • Used as evidence for potential Program termination

B. Unauthorized Coupon Distribution

  • Promoting, sharing, or distributing coupon codes not explicitly assigned to your affiliate account
  • Scraping, copying, or aggregating codes from other sources (email campaigns, social media, competitor sites, other affiliates)
  • Sharing private, exclusive, or limited-use codes intended for specific audiences
  • Creating "coupon aggregator" or "deal" pages without authorization
  • Redistributing codes marked as "single use" or "private"

C. Price Misrepresentation

  • Falsely claiming unauthorized discounts, promotions, or price reductions
  • Creating artificial urgency ("limited time offer," "expires today") without authorization
  • Misrepresenting product pricing, MSRP, or savings calculations
  • Showing crossed-out "regular prices" that were never actual prices
  • Advertising sales or promotions not currently active

D. Click-to-Reveal & Gatekeeping Tactics

  • "Click to reveal code" mechanics designed solely to capture affiliate attribution
  • Requiring user action (click, form submission, email opt-in) to display publicly available codes
  • Gatekeeping access to promotional codes users could easily find elsewhere
  • Creating unnecessary friction to inflate engagement metrics
  • Hiding codes behind timers, surveys, or other barriers

4.3 Brand Hijacking & Trademark Violations

PROHIBITED: Any use of CaPerfume trademarks, brand elements, or brand equity to intercept brand-driven traffic or create false affiliation.

Specific Violations Include:

A. Paid Search (PPC) Violations

Absolutely Prohibited:

  • Bidding on "CaPerfume" or any variation, misspelling, or derivative in Google Ads, Bing Ads, or any PPC platform
  • Prohibited terms include but not limited to:
    • "CaPerfume"
    • "Ca Perfume"
    • "Capefume"
    • "CA Perfume oils"
    • "Kperfume"
    • "Caperfumes"
    • Any phonetic variations or common misspellings
  • Using CaPerfume as a keyword in any match type (exact, phrase, broad, modified broad)
  • Displaying caperfume.com or any confusingly similar URL as Display URL
  • Using brand terms in ad copy, headlines, or descriptions without explicit authorization

Mandatory Compliance:
All Affiliates running paid search campaigns must:

  • Add "CaPerfume" and ALL variations as negative exact match keywords across all campaigns
  • Monitor search query reports weekly for brand term appearances
  • Immediately pause any ads triggering on brand terms
  • Provide quarterly certification of negative keyword compliance upon request

B. Domain Name & URL Abuse

  • Registering domains containing "CaPerfume," "Ca Perfume," or confusingly similar variations
  • Creating websites designed to appear as official CaPerfume properties or authorized resellers
  • Using domain names that mislead users about relationship, affiliation, or authorization
  • Typosquatting on CaPerfume domain variations
  • Creating microsites mimicking CaPerfume's URL structure

C. Brand Impersonation & Misrepresentation

  • Representing yourself as CaPerfume, an employee, or an official representative
  • Claiming to be an "authorized dealer," "official partner," or similar designation without explicit written permission
  • Using CaPerfume logos, product images, or brand assets without clear "Affiliate Partner" disclosure
  • Creating social media accounts, pages, or profiles that appear to be official CaPerfume channels
  • Responding to customer inquiries as if you represent CaPerfume
  • Designing websites that intentionally mirror CaPerfume's visual identity, layout, or user experience to create confusion

D. Review Site Manipulation & SEO Abuse

  • Creating "fake review" sites designed solely to rank for brand keywords without genuine reviews
  • Publishing reviews without actual product experience, use, or purchase
  • Using black-hat SEO tactics to artificially rank for "CaPerfume review" or similar terms
  • Buying or exchanging backlinks to manipulate search rankings for brand terms
  • Creating automated or templated "review" pages with minimal original content
  • Scraping or copying CaPerfume product descriptions for SEO purposes

4.4 Low-Quality, Artificial & Manipulated Traffic

PROHIBITED: Any traffic source that does not represent genuine, organic human interest and intent.

Specific Violations Include:

A. Automated & Bot Traffic

  • Bot traffic, automated clicking, or script-generated visits
  • Click farms, paid click services, or micro-task platforms
  • Traffic exchange programs or reciprocal clicking arrangements
  • Auto-surf, auto-click, or traffic rotation software
  • Any non-human traffic generation method

B. Incentivized & Compensated Traffic

  • Paying users to click affiliate links or make purchases
  • Offering rewards, cashback, rebates, or points for purchases through affiliate links
  • Loyalty programs tied to affiliate conversions
  • Contests or giveaways that require affiliate link clicks or purchases
  • Any form of user compensation contingent on affiliate activity

C. Thin Content & Low-Value Sites

  • Pages consisting solely or primarily of coupon code listings without substantive content
  • "Review" sites with minimal, AI-generated, or plagiarized content
  • Automatically generated product listing pages with no original value
  • Sites with no editorial content beyond affiliate link placement
  • Doorway pages or landing pages designed solely for search engine manipulation
  • MFA (Made for Ads) sites with minimal user value

D. Traffic with Suspicious Patterns
Traffic exhibiting any patterns defined in Section 5 (Fraud Detection), including but not limited to:

  • Abnormally high conversion rates (>15%)
  • Abnormally low page views per conversion (<2 pages)
  • Rapid repeat orders from same affiliate source
  • Geographic distribution inconsistent with disclosed audience
  • Time-to-conversion anomalies (<30 seconds)
  • Cookie attribution irregularities

E. Spam & Unsolicited Communication

  • Unsolicited email marketing (spam)
  • Bulk SMS or messaging campaigns without opt-in
  • Comment spam on blogs, forums, or social media
  • Unwanted direct messages containing affiliate links
  • Any promotional method violating CAN-SPAM Act or similar regulations

5. FRAUD DETECTION & SUSPICIOUS ACTIVITY INDICATORS

5.1 Automated Monitoring System

YOU ACKNOWLEDGE AND AGREE THAT:

CaPerfume employs continuous, automated fraud detection systems monitoring all affiliate traffic 24/7 for suspicious patterns, anomalies, and fraud indicators.

We actively monitor and analyze:

  • Real-time conversion velocity and rates
  • Time-to-conversion metrics (click to purchase)
  • Geographic distribution patterns and IP analysis
  • Session behavior, duration, and engagement metrics
  • Order clustering, timing, and repeat patterns
  • Cookie attribution pathways and referral sources
  • Browser fingerprinting and device analysis
  • Conversion rate benchmarking against legitimate affiliates
  • Page view depth and user interaction patterns
  • Shopping cart and checkout behavior

Machine learning algorithms continuously:

  • Identify statistical anomalies
  • Flag outlier performance patterns
  • Detect coordinated fraud rings
  • Compare against known fraud signatures
  • Predict fraud probability scores

5.2 Defined Suspicious Activity Indicators

The following patterns trigger automatic review and commission withholding:

A. Abnormally High Conversion Rates

Threshold: Conversion rates exceeding 15%

Industry Context:

  • Legitimate affiliate content: 2-5% conversion rate
  • High-quality influencer content: 5-10% conversion rate
  • Anything above 15% is statistically improbable without fraud

Additional Indicators:

  • Conversion rates significantly higher (>3x) than comparable traffic sources
  • Sudden, unexplained spikes in conversion rate without corresponding traffic quality changes
  • Consistent conversion rates above threshold over multiple weeks

What This Indicates:

  • Cookie stuffing (setting cookies on users already intending to purchase)
  • Checkout interception (injecting attribution at final purchase stage)
  • Self-referral fraud (using own links for purchases)
  • Organized fraud rings with coordinated purchasing

Legal Standard: Conversions above this threshold will be presumed fraudulent unless Affiliate provides documented, verifiable evidence of legitimate promotional activity generating such results.

B. Abnormally Low Page Views Per Conversion

Threshold: Less than 2 page views per conversion

Normal User Behavior:

  • Legitimate referred customers view 4-8 pages before purchase
  • First-time customers typically browse 5-12 pages
  • Less than 2 pages indicates user didn't browse—they were intercepted at checkout

Additional Indicators:

  • Session durations under 30 seconds before purchase completion
  • Direct-to-checkout patterns without product browsing
  • Missing or incomplete referral page data in analytics
  • No product page views before cart addition

What This Indicates:

  • User was already on CaPerfume site when affiliate attribution was injected
  • Cookie stuffing or checkout interception
  • Browser extension or toolbar adding affiliate parameters during existing session
  • User was searching for CaPerfume brand directly (not discovering through affiliate)

Legal Standard: Conversions with <2 page views will be presumed to be attribution hijacking rather than genuine referrals unless explained with documented evidence.

C. Repeated Orders Within Minutes (Clustering)

Threshold: Multiple completed orders from same affiliate link within 5-minute windows

Normal Purchasing Patterns:

  • Individual customers make single purchases with deliberation
  • Natural conversion patterns show distributed timing across hours/days
  • Clusters suggest coordinated or automated activity

Additional Indicators:

  • 3+ orders within 10 minutes from same affiliate
  • Consistent pattern of rapid-fire conversions
  • Orders from same IP address in rapid succession
  • Sequential order numbers from same affiliate source
  • Similar cart compositions across clustered orders

What This Indicates:

  • Self-referral fraud (affiliate making multiple purchases through own link for commissions)
  • Organized purchasing rings (coordinated group fraud)
  • Bot-driven automated purchasing
  • Friends/family purchases (violating self-referral prohibition)
  • Test purchases to manipulate metrics

Legal Standard: Clustered orders will be presumed coordinated fraud and all commissions from the cluster forfeited unless each order is proven to be from distinct, unrelated customers.

D. Geographic Mismatch

Threshold: Order locations significantly inconsistent with Affiliate's disclosed audience geography

Analysis Criteria:

  • Affiliate claims primary audience in specific region (e.g., "US fashion blog")
  • But 50%+ of conversions come from different region (e.g., Eastern Europe, Southeast Asia)
  • Shipping addresses concentrated in areas where affiliate has no documented presence
  • Language/region mismatch (English content driving orders from non-English regions)

Red Flag Examples:

  • US lifestyle influencer generating 80% of sales from Romania
  • UK beauty blogger with all conversions shipping to Philippines
  • Spanish-language content driving exclusively US orders
  • No social media following or web traffic from regions generating orders

What This Indicates:

  • Traffic source misrepresentation (undisclosed paid traffic from abroad)
  • Click farms or paid traffic services
  • Organized fraud operations in specific countries
  • VPN-masked bot traffic
  • Affiliate is not driving traffic from claimed audience

Legal Standard: Geographic mismatch requires immediate explanation within 7 days or commissions will be forfeited. Acceptable explanations must include verifiable documentation of international audience.

E. Time-to-Conversion Anomalies

Threshold: Purchases completed within 30 seconds of affiliate cookie being set

Normal Customer Journey:

  • Legitimate customers spend 3-15 minutes browsing before purchase
  • First-time customers average 8-12 minutes from arrival to checkout
  • Sub-30-second conversions indicate no actual shopping occurred

Additional Indicators:

  • Consistent pattern of <60-second conversions (90%+ of orders)
  • No product page views between click and purchase
  • Instant cart addition and checkout
  • Checkout completion faster than humanly possible (e.g., <15 seconds)

What This Indicates:

  • Customer was already in checkout process when affiliate cookie was set
  • Coupon injection browser extension firing at checkout
  • Cookie stuffing during existing shopping session
  • Affiliate link clicked from CaPerfume site itself (circular referral)
  • User specifically searching for CaPerfume, clicked affiliate link only for discount

Legal Standard: Orders with <30-second time-to-conversion will be presumed checkout interception unless affiliate provides evidence of promotional method that would create such immediate purchasing behavior.

F. Cookie Attribution Irregularities

Threshold: Technical anomalies in cookie data, referral paths, or attribution chains

Specific Irregularities:

  • Missing or incomplete referral data (no clear source URL)
  • Evidence of cookie overwriting (multiple affiliate IDs in single session)
  • Attribution chains showing sequential affiliate cookies
  • Cookie lifetime inconsistent with user behavior
  • Referral URLs that don't match affiliate's disclosed traffic sources
  • Direct traffic flagged with affiliate cookie (indicating cookie stuffing)
  • Server-side attribution manipulation

What This Indicates:

  • Technical fraud or attribution manipulation
  • Cookie stuffing or forced cookie placement
  • Multiple affiliates attempting to claim same conversion
  • Browser extension or software interfering with natural attribution

Legal Standard: Any technical irregularity triggers immediate investigation with burden of proof on affiliate to explain anomaly.

5.3 Burden of Proof & Investigation Procedure

ONCE SUSPICIOUS INDICATORS ARE DETECTED:

Phase 1: Automatic Flagging

  • System automatically flags account for review
  • All pending commissions immediately withheld
  • Affiliate account may be temporarily suspended from generating new links

Phase 2: Notification

  • CaPerfume will notify affiliate via email within 7 business days
  • Notice will specify suspicious indicators detected
  • Affiliate will have 14 calendar days to respond with documentation

Phase 3: Burden of Proof CRITICAL: CaPerfume has NO burden to prove fraud.

Instead:

  • Affiliate MUST provide documented, verifiable evidence that flagged activity was legitimate
  • Failure to respond within 14 days = automatic commission forfeiture
  • Inadequate or unconvincing evidence = commission forfeiture at CaPerfume's sole discretion
  • Burden is entirely on Affiliate to prove legitimacy

Phase 4: Determination

  • CaPerfume reviews evidence and makes final determination within 30 days
  • Decision is final and not subject to appeal
  • If fraud confirmed: permanent termination + commission clawback
  • If legitimacy proven: commissions released (minus any reversals for returns)

ACCEPTABLE EVIDENCE INCLUDES:

For Content-Based Affiliates:

  • Screenshots or links to original content featuring CaPerfume with visible publication dates
  • Google Analytics screenshots showing traffic sources, engagement, and conversion paths
  • Social media analytics showing post reach, engagement, and click-through rates
  • Detailed explanation of promotional campaign methodology
  • Email marketing reports (if disclosed traffic source)
  • Proof of audience demographics matching order geography

For Paid Traffic Affiliates:

  • Ad platform screenshots (Google Ads, Facebook Ads) showing campaigns, spend, targeting
  • Proof of negative keyword implementation for brand terms
  • Landing page screenshots showing compliant disclosure
  • Campaign performance reports with detailed metrics
  • Verification that ads did not violate Section 4.3 (no brand bidding)

For All Affiliates:

  • Server logs or analytics proving traffic originated from disclosed sources
  • Detailed explanation of any anomalies with supporting data
  • Customer testimonials or communications (if available and consented)
  • Any other documentation proving genuine value-add promotional activity

INSUFFICIENT OR UNACCEPTABLE EVIDENCE:

  • Generic claims of "social media promotion" without specific examples
  • Refusal to disclose specific traffic sources or methods
  • Vague explanations inconsistent with data patterns
  • Screenshots that appear altered or fabricated
  • Explanations that don't address the specific suspicious indicators
  • "I don't know why my metrics look like that"
  • Claiming technical glitches without supporting evidence
  • Blaming third-party tools or platforms without documentation

LEGAL CONSEQUENCE:
Failure to provide satisfactory evidence within required timeframe results in:

  1. Permanent forfeiture of all flagged commissions
  2. Review of all historical commissions for potential clawback
  3. Immediate termination from Program if fraud is confirmed
  4. Blacklisting from future participation

5.4 Extended Investigation Authority

CaPerfume reserves the right to:

  1. Extend investigation period up to 90 days for complex fraud patterns
  2. Request additional documentation at any point during investigation
  3. Conduct third-party verification of traffic sources or promotional claims
  4. Cross-reference data with other affiliates to identify coordinated fraud rings
  5. Employ forensic analysis of server logs, cookies, and attribution data
  6. Contact customers to verify how they discovered CaPerfume (with appropriate privacy protections)
  7. Withhold ALL commissions (not just flagged ones) if fraud is suspected
  8. Audit ALL historical conversions if pattern fraud is discovered

You agree to cooperate fully with any investigation, including:

  • Providing access to analytics platforms (Google Analytics, social media insights)
  • Sharing advertising campaign details and screenshots
  • Explaining traffic source methodologies
  • Allowing review of content and promotional materials
  • Responding to follow-up questions within 7 days

Non-cooperation constitutes admission of fraud and results in immediate forfeiture of all commissions and permanent termination.

6. ATTRIBUTION & COMMISSION POLICY

6.1 Attribution Standards & Requirements

Commissions are awarded exclusively for conversions meeting ALL of the following criteria:

1. Genuine Customer Interest
Customer actively sought information about luxury perfume oils, fragrance, or related topics through:

  • Search queries indicating purchase intent
  • Social media engagement with beauty/fragrance content
  • Newsletter subscription to beauty/lifestyle content
  • Browsing fragrance-related websites or content

2. Meaningful Interaction
Minimum requirements:

  • 15-second session duration from initial affiliate click
  • At least one page interaction (scroll, click, product view, or form entry)
  • Natural browsing behavior consistent with human engagement
  • No evidence of automated or bot activity

3. Verifiable Referral Path
Clear, unbroken attribution showing:

  • User clicked affiliate link from disclosed traffic source
  • Arrived at CaPerfume via affiliate link (not direct or organic)
  • No intermediate cookie manipulation or overwriting
  • Referral URL matches affiliate's promotional method
  • Attribution chain is technically sound and logical

4. No Interception
Customer was NOT:

  • Already browsing CaPerfume when affiliate attribution was set
  • In checkout process when cookie was placed
  • Specifically searching for "CaPerfume" when affiliate link was clicked
  • Using coupon injection browser extension that triggered affiliate link
  • Arriving via organic search and then exposed to affiliate link

5. Original Discovery
Customer discovered CaPerfume through affiliate's content/promotion, not through:

  • Branded search (Google search for "CaPerfume")
  • Direct URL entry (typing caperfume.com)
  • Bookmarks or previous site visits
  • Other marketing channels (email, social ads) where affiliate intercepted
  • Word of mouth or offline recommendation

LEGAL STANDARD:
If any of these five criteria are not met, the conversion is not eligible for commission, regardless of whether a technical sale occurred.

6.2 Commission Rates & Calculation

Commission Structure:

  • Commission rates as published in your Affiliate Dashboard
  • Rates subject to change with 30 days notice
  • Calculated on product subtotal only (excluding tax, shipping, discounts)
  • Applied to completed, paid, and shipped orders only

Exclusions from Commission Calculation:

  • Taxes and fees
  • Shipping and handling charges
  • Discounts applied with non-affiliated coupon codes
  • Products purchased with store credit or gift cards
  • Wholesale or bulk orders (if applicable)

First-Time Customer Focus:

  • Standard commissions apply to first-time customer orders
  • Repeat customer orders may have reduced commission rate (as specified in dashboard)
  • Self-purchases are never commission-eligible (see Section 6.5)

6.3 Commission Review & Validation Period

All commissions are subject to multi-stage validation:

Stage 1: Initial Flagging (Real-Time)

  • System flags suspicious conversions immediately
  • Flagged commissions do not appear in pending balance

Stage 2: Fraud Detection Review (0-30 Days)

  • Automated analysis for suspicious activity indicators (Section 5.2)
  • Manual review of flagged conversions
  • Investigation of unusual patterns

Stage 3: Return/Cancellation Period (30-60 Days)

  • Customer may cancel order
  • Customer may request return/refund
  • Order may fail payment verification
  • Shipping issues may prevent delivery

Stage 4: Extended Review (Up to 90 Days)

  • Applied when suspicious indicators detected
  • Allows thorough investigation of complex fraud patterns
  • Affiliate notified if extended review triggered

Commissions become "validated" and payable only after:

  • Order successfully delivered and not returned
  • No fraud indicators detected
  • Payment successfully processed
  • Customer has not disputed charge
  • All review periods completed

6.4 Commission Reversals

Commissions will be reversed (removed from balance or clawed back if already paid) for:

1. Customer-Initiated Actions:

  • Order cancellations (full or partial)
  • Returns or refunds (full or partial)
  • Chargebacks or payment disputes
  • Fraudulent customer orders (stolen credit cards, etc.)
  • Order marked as undeliverable

2. Affiliate Violations:

  • Any prohibited activity discovered (Section 4)
  • Suspicious activity indicators confirmed (Section 5)
  • Self-referral or self-purchase detected
  • Terms violations discovered post-payment
  • Fraud discovered through investigation
  • Non-cooperation with audit or investigation

3. Attribution Issues:

  • Duplicate attribution claims (multiple affiliates claiming same order)
  • Cookie manipulation detected post-payment through forensic analysis
  • Evidence of interception or hijacking discovered later
  • Technical errors in attribution (corrected retroactively)
  • Order determined to be non-incremental (customer already aware of CaPerfume)

4. Quality or Compliance Issues:

  • Affiliate content found to violate advertising laws
  • FTC disclosure violations discovered
  • Misleading claims about CaPerfume products
  • Use of unauthorized claims or medical/health benefits

6.5 Self-Referral Prohibition

STRICTLY PROHIBITED:

Using your own affiliate links to:

  • Purchase products for yourself
  • Purchase gifts for family or friends
  • Obtain discounts on personal orders
  • Generate commissions on your own spending

This includes:

  • Direct self-purchases through your links
  • Purchases by household members using your links
  • Purchases by business entities you control
  • Coordinated purchases by friends/family through your links
  • Any scenario where you benefit from both product AND commission

Detection:

  • Shipping address matches affiliate address: automatic flag
  • Billing info matches affiliate payment info: automatic flag
  • Repeat orders to same address from same affiliate: investigation
  • Customer email matches affiliate email or domain: automatic flag

Penalty:

  • Immediate forfeiture of ALL self-purchase commissions
  • Review of all historical orders for self-referral patterns
  • Potential termination for repeated violations
  • Demand for repayment of fraudulent commissions

6.6 Commission Clawback Provision

CaPerfume reserves the absolute right to:

Recover Previously Paid Commissions by:

  1. Deduction from future payments - If you have future pending commissions, reversed amounts will be deducted before payment
  2. Invoice for repayment - If no future commissions exist, you will be invoiced for reversed amounts
  3. Legal collection action - If invoice is not paid within 30 days, we may pursue legal remedies

Scenarios Triggering Clawback:

  • Fraud discovered after commission payment
  • Investigation revealing historical violations
  • Pattern fraud affecting multiple past orders
  • Self-referral discovered retroactively
  • Coordinated fraud ring participation

Timeframe:

  • CaPerfume may initiate clawback for commissions paid up to 2 years prior if fraud is discovered
  • No statute of limitations on clawback for intentional fraud

You acknowledge and agree that:

  • Clawback is a reasonable remedy for fraud or breach
  • You are legally obligated to repay reversed commissions
  • Failure to repay constitutes breach of contract
  • CaPerfume may pursue collections, legal fees, and court costs

7. AUDIT RIGHTS & COMPLIANCE MONITORING

7.1 Absolute Audit Authority

YOU EXPRESSLY AGREE THAT CaPerfume has the absolute, unrestricted right to:

  1. Monitor all affiliate traffic sources, volumes, and patterns 24/7
  2. Request detailed traffic documentation, analytics, and promotional materials at any time
  3. Audit promotional content, campaigns, and advertising methods without prior notice
  4. Review analytics, performance data, and conversion metrics from third-party platforms
  5. Investigate conversion patterns, customer behavior, and attribution chains
  6. Access information about traffic sources, promotional methods, and audience demographics
  7. Inspect websites, social media accounts, and content properties used for promotion
  8. Verify claims made in application or ongoing communications
  9. Cross-reference data with other affiliates to identify fraud patterns
  10. Employ third-party verification services or forensic analysts

This authority exists:

  • At any time during participation
  • Without prior notice or warning
  • For any reason or no reason
  • At CaPerfume's sole discretion

7.2 Mandatory Cooperation Requirement

Upon request, Affiliates MUST provide within 7 business days:

Traffic & Analytics Documentation:

  • Google Analytics screenshots showing traffic sources, behavior flow, and conversions
  • Social media insights (Facebook, Instagram, TikTok, etc.) showing reach and engagement
  • Email marketing platform reports (if email is traffic source)
  • Advertising platform reports (Google Ads, Facebook Ads, etc.)
  • Heatmaps or session recordings (if available)
  • Any other analytics demonstrating traffic quality and source

Promotional Content & Methods:

  • URLs of all web pages containing affiliate links
  • Screenshots of social media posts promoting CaPerfume
  • Copies of email campaigns or newsletters featuring CaPerfume
  • Details of paid advertising campaigns (targeting, creative, spend)
  • Explanation of traffic generation methodology
  • Audience demographic data

Compliance Documentation:

  • Proof of FTC disclosure implementation
  • Evidence of negative keyword setup (if running paid search)
  • Screenshots showing affiliate disclosures on content
  • Brand guideline compliance verification

Technical Information:

  • Server logs or access logs (if running own website)
  • Cookie implementation details
  • Tracking parameter usage explanation
  • Third-party tool integrations (analytics, link cloaking, etc.)

Financial & Legal:

  • Business entity information (if applicable)
  • Tax documentation (W-9 or W-8)
  • Proof of legal right to promote in your jurisdiction

7.3 Consequences of Non-Cooperation

Failure to provide requested documentation within timeframe results in:

Immediate Actions:

  1. Automatic withholding of ALL pending commissions (not just flagged ones)
  2. Suspension of affiliate account and link generation
  3. Removal of all promotional materials access
  4. Flag for potential fraud investigation

If Non-Cooperation Continues (>14 days):

  1. Presumption of fraud - Non-cooperation treated as evidence of prohibited activity
  2. Permanent forfeiture of all withheld commissions
  3. Immediate termination from Program
  4. Review of historical commissions for potential clawback
  5. Blacklist from future participation

Legal Consequence: Refusal to cooperate may be cited as evidence of fraud in any legal proceedings and may support:

  • Breach of contract claims
  • Fraud claims under California law
  • Demand for commission repayment
  • Recovery of legal fees and costs

"Cooperation" Defined:

  • Timely responses (within stated deadlines)
  • Complete information (not partial or selective)
  • Honest and accurate representations
  • Access to verification sources when reasonably requested
  • Good-faith participation in investigation

7.4 Investigation Procedures & Affiliate Rights

Investigation Process:

1. Initiation

  • CaPerfume may initiate investigation for any reason or based on suspicious indicators
  • Affiliate will be notified via email within 7 business days
  • Notice will specify general nature of concern (specific details may be withheld to protect investigation integrity)

2. Affiliate Response Period

  • 14 calendar days from notification to provide initial response and documentation
  • Extensions may be granted for good cause shown (complex documentation requests)
  • Failure to respond within 14 days triggers automatic adverse presumptions

3. CaPerfume Review

  • Up to 30 days to review evidence (90 days for complex investigations)
  • May request supplemental information
  • May conduct third-party verification
  • Will make final determination based on preponderance of evidence

4. Final Determination

  • Affiliate notified of decision via email
  • If fraud found: termination notice + commission forfeiture + clawback demand
  • If exonerated: commissions released + account reinstated
  • Decision is final and not subject to appeal or arbitration

Affiliate Rights During Investigation:

  • Right to respond and present evidence
  • Right to explanation of specific concerns (general, not granular)
  • Right to reasonable time to gather documentation
  • Right to final written determination

Affiliate Does NOT Have Right To:

  • Demand detailed forensic data or analytics methodologies
  • Access other affiliates' data or comparative benchmarks
  • Appeal final determination
  • Continue earning commissions during investigation
  • Compel release of withheld commissions before investigation concludes

7.5 Ongoing Monitoring & Spot Audits

Even if not under investigation, CaPerfume may:

Conduct Periodic Spot Audits:

  • Random selection of affiliates for compliance verification
  • No suspicious activity required to trigger spot audit
  • Designed to verify ongoing compliance with terms
  • May request documentation with 7-day response window

Monitor Promotional Content:

  • Periodically review websites, social posts, and advertising
  • Check for FTC disclosure compliance
  • Verify brand guideline adherence
  • Ensure no prohibited activities

Benchmark Performance:

  • Compare affiliate metrics to peer groups
  • Identify outlier performance for further review
  • Analyze trends over time for pattern detection

Test Affiliate Links:

  • Click affiliate links to verify landing pages and user experience
  • Ensure no prohibited redirects or cookie stuffing
  • Verify disclosure compliance on landing pages

Affiliates agree that:

  • Spot audits are routine business practice, not accusations
  • Cooperation with spot audits is mandatory
  • Spot audits may occur at any frequency
  • Failure to pass spot audit may trigger full investigation

8. PAYMENTS

8.1 Payment Schedule & Processing

Standard Payment Cycle:

  • Payments processed monthly for previous month's validated commissions
  • Payment processing occurs between 1st-15th of month following earning month
  • Example: December earnings paid between January 1-15

Payment Validation Requirements:

  • Commissions must complete all validation periods (Section 6.3)
  • No pending fraud investigations on account
  • Affiliate account in good standing
  • All documentation requirements fulfilled

Minimum Payout Threshold:

  • $50 minimum to trigger payment
  • Balances below threshold roll over to next month
  • No expiration on accumulated balance below threshold (while account active)

Payment Methods:

  • PayPal (primary method)
  • Bank ACH transfer (US affiliates, $100 minimum)
  • Wire transfer (international, $200 minimum, fees may apply)
  • Check (US only, $100 minimum, allow 2-3 weeks for mail)
  • Method selected in affiliate dashboard

8.2 Payment Conditions & Holds

Payments Will Be Withheld If:

  1. Investigation Pending
    • Any active fraud investigation
    • Suspicious activity indicators detected
    • Audit requests unanswered
    • Pattern analysis underway
  2. Account Issues
    • Inaccurate or incomplete payment information
    • Tax documentation missing (W-9/W-8 required for US tax reporting)
    • Contact information outdated or unreachable
    • Account flagged for terms violations
  3. Compliance Gaps
    • FTC disclosure violations identified
    • Brand guideline violations
    • Promotional method concerns
    • Requested documentation not provided
  4. Return/Refund Exposure
    • High volume of recent conversions still in return period
    • Unusual return rates from affiliate's referrals
    • Risk of substantial reversals

Hold Period:

  • Standard: 30 days from end of earning month
  • Extended: Up to 90 days if fraud indicators present
  • Indefinite: Until investigation concludes or issues resolved

Release of Holds:

  • Automatic when investigation concludes favorably
  • Automatic when validation periods complete
  • Manual release upon issue resolution
  • Subject to deduction of any reversed commissions

8.3 Payment Delays & Affiliate Responsibility

CaPerfume Is NOT Responsible for Payment Delays Caused By:

  1. Affiliate Errors:
    • Incorrect payment email (PayPal)
    • Wrong bank account or routing numbers
    • Outdated mailing address (checks)
    • Payment method not supported in affiliate's country
  2. Third-Party Issues:
    • PayPal account limitations or restrictions
    • Bank rejecting ACH transfers
    • Wire transfer intermediary delays
    • Postal service delays or loss (checks)
    • Payment processor outages
  3. Compliance Delays:
    • Tax documentation not submitted
    • Identity verification not completed
    • Account information not updated

Affiliate Responsibility:

  • Keep payment information current and accurate
  • Monitor dashboard for payment status updates
  • Resolve payment method issues promptly
  • Respond to payment-related inquiries within 7 days
  • Update address/contact info before end of earning month

Unclaimed Payments:

  • If payment cannot be delivered after 3 attempts, funds return to pending balance
  • Affiliate must resolve payment issues to receive funds
  • No interest accrues on pending balances
  • Balances may be forfeited if account terminated for violations

8.4 Tax Reporting & Compliance

US Tax Requirements:

For US-Based Affiliates:

  • Must provide completed W-9 form before first payment
  • CaPerfume will issue Form 1099-NEC if annual earnings ≥$600
  • 1099 forms issued by January 31 for prior tax year
  • Earnings reported to IRS regardless of 1099 threshold

For International Affiliates:

  • Must provide W-8BEN or W-8BEN-E to claim tax treaty benefits
  • May be subject to 30% backup withholding if forms not provided
  • Tax treaty rates apply based on country of residence
  • Responsible for compliance with local tax laws

Affiliate Tax Obligations:

  • Affiliates are independent contractors, not employees
  • Responsible for all income tax, self-employment tax, and local taxes
  • Must report affiliate income on tax returns
  • CaPerfume provides information reporting but not tax advice
  • Consult tax professional for guidance

Failure to Provide Tax Documentation:

  • Payments withheld until proper forms received
  • Backup withholding may apply
  • Account may be suspended
  • Commissions may be forfeited if documentation not provided within 90 days

9. INTELLECTUAL PROPERTY & BRAND USAGE

9.1 Limited License Grant

CaPerfume grants you a revocable, non-exclusive, non-transferable, limited license to use CaPerfume trademarks, logos, product images, and brand assets solely for:

  • Legitimate affiliate promotion as defined in Section 3
  • Strict compliance with all terms of this Agreement
  • Duration of active Program participation in good standing

This License is Conditional Upon:

  • Continued compliance with this Agreement
  • Adherence to brand guidelines provided
  • Proper attribution and affiliate disclosure
  • Immediate cessation upon termination

License Scope:

  • Use only approved assets provided in affiliate dashboard or portal
  • No modification, alteration, or derivative works
  • No use that creates confusion about affiliation status
  • No use outside of approved promotional contexts

9.2 Strict Usage Restrictions

YOU MAY NOT:

  1. Modify Brand Assets:
    • Alter colors, proportions, or design of logos
    • Add effects, filters, or distortions
    • Combine with other brands or logos
    • Create derivative works or variations
    • Translate taglines or slogans without permission
  2. Imply False Affiliation:
    • Represent yourself as CaPerfume employee or representative
    • Claim to be "authorized dealer," "official partner," or "exclusive distributor"
    • Use assets in a way suggesting endorsement beyond affiliate relationship
    • Create impression of employment or agency relationship
  3. Register Intellectual Property:
    • Register trademarks containing "CaPerfume" or variations
    • Register domain names containing CaPerfume marks (see Section 4.3)
    • File for copyright or trademark protection of CaPerfume-derived content
    • Apply for business names incorporating CaPerfume marks
  4. Use After Termination:
    • Continue displaying CaPerfume logos or assets after termination
    • Maintain affiliate links after account closure
    • Represent ongoing affiliation after termination
    • Retain copies of proprietary marketing materials

9.3 Brand Guidelines & Quality Standards

All use of CaPerfume intellectual property must:

  1. Maintain Brand Integrity:
    • Reflect CaPerfume's positioning as affordable luxury perfume oils
    • Use tone and messaging consistent with brand voice
    • Avoid low-quality, spammy, or misleading contexts
    • Present brand in premium, professional manner
  2. Include Proper Attribution:
    • Clear "Affiliate Partner" designation when using logos
    • Visible affiliate disclosure per FTC guidelines (Section 3.2)
    • No use of ™ or ® symbols unless specifically authorized
    • Accurate representation of trademark ownership
  3. Comply with Detailed Guidelines:
    • Follow brand style guide provided in affiliate portal
    • Use correct logo versions (color, sizing, spacing)
    • Maintain minimum clear space around logos
    • Use approved color palettes and fonts when creating custom content
  4. Avoid Prohibited Contexts:
    • No use in political, religious, or controversial content
    • No association with adult content, gambling, or vice products
    • No use in defamatory, offensive, or inappropriate materials
    • No use that could damage brand reputation

Brand Guideline Resources:

  • Detailed brand guidelines available in affiliate dashboard
  • Updated guidelines supersede previous versions
  • Affiliates responsible for staying current with guideline updates
  • Questions about permitted use: contact affiliate support before use

9.4 Product Claims & Representations

When Promoting CaPerfume Products, You Must:

  1. Make Only Accurate Claims:
    • Base claims on actual product information provided by CaPerfume
    • Do not exaggerate product benefits or features
    • Accurately describe scent profiles, longevity, and concentration
    • Use CaPerfume's own product descriptions as guidance
  2. Avoid Prohibited Health/Medical Claims:
    • NEVER claim products treat, cure, or prevent diseases
    • NEVER make therapeutic health claims (e.g., "cures anxiety," "relieves headaches")
    • Do not position as aromatherapy unless explicitly stated by CaPerfume
    • Avoid medical terminology or health benefit implications
    • Comply with FDA regulations on cosmetic claims
  3. Represent Pricing Accurately:
    • Display current, accurate pricing from CaPerfume website
    • Do not claim discounts you're not authorized to offer
    • Clearly indicate when using affiliate discount codes
    • Update pricing if CaPerfume prices change
    • No "price comparison" claims against competitors without verification
  4. Disclose Material Connections:
    • Always disclose free products received for review
    • Disclose any special affiliate incentives or bonuses
    • Be transparent about commission relationship
    • Follow FTC Endorsement Guides

Consequences of False Claims:

  • Immediate termination from Program
  • Liability for consumer harm or regulatory action
  • Indemnification obligations (Section 14)
  • Potential legal action for damages

9.5 Intellectual Property Enforcement

CaPerfume Reserves All Rights To:

  1. Monitor Usage:
    • Conduct periodic reviews of affiliate content
    • Screen for trademark infringement or misuse
    • Verify compliance with brand guidelines
    • Identify unauthorized use of proprietary materials
  2. Demand Corrective Action:
    • Require immediate removal of non-compliant content
    • Request modifications to comply with guidelines
    • Demand takedown of infringing materials
    • Impose deadline for compliance (typically 48 hours)
  3. Enforce Against Violations:
    • Terminate affiliate relationship for IP violations
    • Pursue legal remedies for trademark infringement
    • Issue DMCA takedown notices for unauthorized content use
    • Seek injunctive relief to prevent ongoing infringement
  4. Protect Against Third-Party Claims:
    • Defend trademarks against dilution or tarnishment
    • Pursue action against confusingly similar uses
    • Maintain trademark registrations and rights
    • License enforcement to protect brand value

Affiliate Acknowledgments:

  • CaPerfume owns all rights, title, and interest in trademarks and brand assets
  • No affiliate rights transfer to you beyond limited license granted
  • CaPerfume may modify or withdraw brand assets at any time
  • You gain no equity or ownership through promotion

10. TERMINATION

10.1 Termination Rights - Either Party

This Agreement May Be Terminated:

By CaPerfume:

  • At any time
  • For any reason or no reason
  • With or without advance notice
  • With or without cause

By Affiliate:

  • At any time with 7 days written notice
  • By ceasing all promotional activities and removing affiliate links
  • Termination does not relieve you of obligations for past activities

10.2 Immediate Termination for Cause

CaPerfume May Immediately Terminate Without Notice For:

  1. Prohibited Activities (Section 4):
    • Any cookie manipulation or attribution abuse
    • Coupon injection or checkout interference
    • Brand hijacking or trademark violations
    • Low-quality, artificial, or manipulated traffic
    • Spam or unsolicited communications
  2. Fraud & Deception:
    • Suspicious activity indicators confirmed (Section 5)
    • Self-referral or self-purchase
    • Misrepresentation of traffic sources or methods
    • Organized fraud or coordination with other affiliates
    • Pattern fraud across multiple orders
  3. Non-Compliance:
    • Failure to cooperate with audits or investigations
    • Refusal to provide requested documentation
    • Repeated FTC disclosure violations
    • Brand guideline violations after warning
    • False information provided in application or communications
  4. Reputational Harm:
    • Content or behavior that damages CaPerfume brand
    • Association with illegal, unethical, or controversial activities
    • Public disparagement of CaPerfume
    • Actions creating negative press or social media attention
  5. Legal/Regulatory Issues:
    • Violation of applicable laws or regulations
    • Receipt of regulatory complaints about affiliate's practices
    • Involvement in consumer protection investigations
    • Trademark infringement or IP violations
  6. Account Issues:
    • Inactivity exceeding 180 days with no communication
    • Account security compromised
    • Multiple accounts under same ownership without authorization
    • Use of account by unauthorized third parties

10.3 Mandatory Actions Upon Termination

Within 24 Hours of Termination, You MUST:

  1. Remove ALL Affiliate Links:
    • Delete or deactivate all CaPerfume affiliate links from websites, blogs, and pages
    • Remove affiliate links from social media posts (or delete posts)
    • Discontinue email campaigns featuring affiliate links
    • Pause or delete paid advertising containing affiliate links
    • Remove affiliate links from YouTube descriptions, Pinterest pins, etc.
  2. Cease Brand Asset Use:
    • Remove all CaPerfume logos, images, and trademarks from all properties
    • Delete downloaded marketing materials
    • Cease use of brand name in content, ads, or promotions
    • Remove company mentions that imply ongoing relationship
  3. Stop Promotional Activities:
    • Immediately cease representing yourself as CaPerfume affiliate
    • Do not publish new content about CaPerfume
    • Cancel scheduled posts or emails mentioning CaPerfume
    • Pause or delete active advertising campaigns
  4. Update Disclosures:
    • If content remains published, update to clarify termination ("I was formerly an affiliate...")
    • Remove affiliate disclosure language implying current relationship

Failure to Comply Within 24 Hours:

  • $500 per day liquidated damages for each day of non-compliance
  • Potential legal action for trademark infringement
  • Injunctive relief to force compliance
  • Liability for any consumer confusion or harm

10.4 Effect on Outstanding Commissions

Termination for Cause (Violations, Fraud, Non-Compliance):

  1. All Pending Commissions Forfeited:
    • Regardless of validation status
    • Including commissions awaiting payment threshold
    • No payment of any kind for forfeited amounts
  2. Previously Paid Commissions Subject to Clawback:
    • Review of all historical commissions
    • Demand for repayment if fraud detected
    • Offset against any other amounts owed
    • Legal collection if not repaid within 30 days
  3. No Obligation to Pay:
    • CaPerfume has no obligation to pay any outstanding amounts
    • Even if orders valid, no payment due once fraud detected
    • Forfeiture serves as liquidated damages for breach

Termination Without Cause (At-Will by Either Party):

  1. Validated Commissions Paid:
    • Commissions fully validated before termination will be paid
    • Payment subject to normal schedule and thresholds
    • No acceleration of payment timeline
  2. Pending Commissions:
    • Still in validation period: subject to standard review
    • Will be paid if validation completes favorably
    • Subject to standard return/reversal policies
  3. Under-Threshold Balances:
    • If balance below minimum payout ($50), payment forfeited
    • Exception: Balances ≥$25 paid upon written request within 30 days

10.5 Post-Termination Obligations

Even After Termination, You Remain Bound By:

  1. Confidentiality (Section 15):
    • Cannot disclose commission rates, tracking methodologies, or proprietary information
    • Cannot share non-public product information or marketing plans
    • Cannot use customer data or order information
  2. Intellectual Property (Section 9):
    • No use of CaPerfume trademarks or brand assets
    • Destroy or delete proprietary marketing materials
    • Cannot register confusingly similar business names or domains
  3. Non-Disparagement:
    • Cannot make false, misleading, or defamatory statements about CaPerfume
    • Cannot publicly disclose termination circumstances if for cause
    • Cannot encourage others to violate CaPerfume terms
  4. Indemnification (Section 14):
    • Remain liable for any claims arising from your promotional activities during participation
    • Remain obligated to defend/indemnify CaPerfume for your actions
  5. Repayment Obligations:
    • Must repay any clawback amounts demanded
    • Must pay any liquidated damages assessed
    • Remain liable for breach of contract damages

10.6 Survival of Terms

The Following Sections Survive Termination Indefinitely:

  • Section 4: Prohibited Activities (as evidence of past breach)
  • Section 5: Fraud Detection (for clawback analysis)
  • Section 6: Commission Policy (determines final amounts)
  • Section 7: Audit Rights (for post-termination investigation)
  • Section 9: Intellectual Property (ongoing IP protection)
  • Section 10: Termination (defines obligations)
  • Section 11: Relationship of Parties (defines legal status)
  • Section 12: Representations & Warranties (basis for claims)
  • Section 13: Limitation of Liability (caps damages)
  • Section 14: Indemnification (ongoing protection)
  • Section 15: Confidentiality (perpetual obligation)
  • Section 16: Dispute Resolution (governs any conflicts)
  • Section 17: General Provisions (foundational terms)

10.7 Re-Application After Termination

Termination for Cause:

  • Permanent ban from future participation
  • No re-application permitted
  • Shared across all EMRA LLC brands (if applicable)

Termination Without Cause:

  • May re-apply after 90 days
  • Subject to standard approval process
  • No guarantee of re-acceptance
  • Past performance considered in re-evaluation

11. RELATIONSHIP OF PARTIES

11.1 Independent Contractor Status

YOU EXPRESSLY ACKNOWLEDGE AND AGREE:

Affiliates are independent contractors, NOT:

  • Employees of CaPerfume
  • Agents or representatives of CaPerfume
  • Partners in a partnership or joint venture
  • Franchisees or distributors
  • Authorized resellers or retailers

Legal Implications:

  • No employment benefits (health insurance, retirement, paid leave, etc.)
  • Not eligible for workers' compensation
  • Not covered by CaPerfume's liability insurance
  • Responsible for own business expenses
  • Subject to independent contractor tax treatment

11.2 No Authority to Bind

Affiliates Have NO Authority To:

  1. Enter Contracts:
    • Bind CaPerfume to any agreement or commitment
    • Make promises or guarantees on behalf of CaPerfume
    • Accept terms or conditions on CaPerfume's behalf
    • Negotiate deals or partnerships involving CaPerfume
  2. Make Representations:
    • Speak as official representative of CaPerfume
    • Make policy decisions or statements
    • Commit CaPerfume to actions, positions, or policies
    • Represent CaPerfume in legal or business matters
  3. Incur Obligations:
    • Create financial obligations for CaPerfume
    • Purchase goods or services on CaPerfume's behalf
    • Hire employees or contractors for CaPerfume
    • Make charitable commitments or donations as CaPerfume
  4. Act as Agent:
    • Handle customer service on CaPerfume's behalf (without authorization)
    • Process returns, exchanges, or refunds
    • Modify orders or customer accounts
    • Access CaPerfume systems or databases

Customer Inquiries:

  • Direct all customer service questions to CaPerfume official channels
  • Do not attempt to resolve order issues, complaints, or technical problems
  • Do not provide shipping updates, tracking info, or order status
  • Refer all questions beyond general product information to CaPerfume

11.3 Sole Responsibility & Liability

You Are Solely Responsible For:

  1. Your Business Operations:
    • How you structure your affiliate marketing business
    • Tools, software, and platforms you use
    • Employees or contractors you hire
    • Business decisions and strategies
    • Financial management and budgeting
  2. Legal Compliance:
    • Compliance with all applicable federal, state, and local laws
    • FTC advertising and endorsement regulations
    • Privacy laws (GDPR, CCPA, etc.) if collecting user data
    • Intellectual property rights of third parties
    • Tax laws and filing obligations
    • Business licensing requirements in your jurisdiction
  3. Tax Obligations:
    • Reporting affiliate income on tax returns
    • Paying estimated taxes (if required)
    • Self-employment tax (if applicable)
    • State and local tax obligations
    • International tax compliance (if outside US)
  4. Your Content & Conduct:
    • Accuracy of claims and statements
    • Quality and appropriateness of promotional content
    • Compliance with platform terms (Google, Facebook, YouTube, etc.)
    • Relationships with your audience
    • Ethical marketing practices
  5. Financial Risks:
    • Advertising costs and expenses
    • Risk of commission reversals
    • Risk of non-payment for violations
    • Business losses or poor performance

CaPerfume Has NO Responsibility For:

  • Your business success or failure
  • Profitability of your promotional efforts
  • Third-party platform policy changes affecting your business
  • Changes in consumer behavior or market conditions
  • Technical issues with your websites or systems

11.4 No Partnership or Joint Venture

This Agreement Does NOT Create:

  • Shared profits or losses beyond defined commissions
  • Joint decision-making authority
  • Shared liability for debts or obligations
  • Fiduciary duties between parties
  • Ownership interests in either business

Each Party:

  • Operates independently
  • Bears own business risks
  • Makes own business decisions
  • Maintains separate finances and operations

11.5 No Exclusivity

CaPerfume:

  • May engage unlimited other affiliates
  • May modify commission structures without notice to you
  • May promote products through other channels (email, ads, partnerships)
  • May compete with you for same audience

Affiliate:

  • May participate in other affiliate programs
  • May promote competing products (subject to best practices and avoiding conflicts)
  • Has no exclusive territory or audience
  • Has no guaranteed volume or earnings

12. REPRESENTATIONS & WARRANTIES

12.1 Mutual Representations

Each Party Represents and Warrants:

  1. Legal Capacity:
    • Has full legal authority to enter this Agreement
    • Is at least 18 years of age (or age of majority in jurisdiction)
    • Is not restricted by court order from entering contracts
    • Has capacity to perform obligations under this Agreement
  2. Authority:
    • If business entity: properly formed and in good standing
    • Authorized representative has power to bind entity
    • No additional approvals required
    • Not in breach of other agreements
  3. Compliance:
    • Will comply with all applicable laws
    • Has all necessary licenses and permits
    • Is not subject to sanctions or embargoes
    • Will not engage in illegal activities

12.2 Affiliate Specific Representations

By Participating, You Represent and Warrant That:

  1. Truthfulness:
    • All information provided in application is accurate and complete
    • Disclosures about traffic sources and methods are truthful
    • Have not omitted material information
    • Will promptly update information if circumstances change
  2. Good Standing:
    • Have not been previously terminated from this Program for fraud
    • Have not been banned from similar affiliate programs for violations
    • Are not subject to ongoing investigations for affiliate fraud
    • Have not engaged in chargebacks or payment disputes with CaPerfume
  3. Compliance Commitment:
    • Will comply with all terms of this Agreement
    • Will follow FTC endorsement and disclosure guidelines
    • Will adhere to brand guidelines and quality standards
    • Will not engage in any prohibited activities
  4. No Conflicts:
    • Participation does not violate other contractual obligations
    • Have rights to use platforms and traffic sources claimed
    • Are not infringing third-party intellectual property rights
    • Have necessary rights to content you publish
  5. Promotional Methods:
    • Traffic sources disclosed are accurate and complete
    • Promotional methods comply with platform terms of service (Google, Facebook, etc.)
    • Content is original or properly licensed
    • Will not use deceptive or manipulative tactics
  6. Technical Compliance:
    • Will implement affiliate links correctly
    • Will not modify, cloak, or manipulate tracking parameters
    • Will not interfere with cookies or attribution
    • Will use approved tracking methods only

12.3 CaPerfume Disclaimers

THE PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND.

CaPerfume Explicitly Disclaims:

  1. Performance Warranties:
    • No guarantee of earnings, traffic, or conversions
    • No warranty of uninterrupted Program availability
    • No guarantee tracking will be error-free
    • No promise of specific commission amounts
  2. Technical Warranties:
    • No warranty of website uptime or performance
    • No guarantee affiliate dashboard will be error-free
    • No warranty tracking links will always function
    • No guarantee of data accuracy in reporting
  3. Implied Warranties:
    • Merchantability (fitness for any particular purpose)
    • Non-infringement (that Program doesn't violate third-party rights)
    • Fitness for a particular purpose
    • Course of dealing or usage of trade
  4. Third-Party Services:
    • No warranty regarding payment processors
    • No control over platform policies (Google, Facebook, etc.)
    • No guarantee third-party tracking integrations will work
    • Not responsible for third-party service outages

12.4 Acknowledgment of Risk

YOU ACKNOWLEDGE:

  • Affiliate marketing involves business risk
  • No guarantee of profitability or success
  • Commission rates and terms may change
  • Program may be modified or discontinued
  • Past performance doesn't predict future results
  • Other affiliates may compete for same audience
  • Consumer behavior and market conditions fluctuate

13. LIMITATION OF LIABILITY

13.1 Maximum Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

CaPerfume's Total Aggregate Liability for any and all claims arising from or related to this Agreement, the Program, or your participation shall NOT EXCEED:

THE TOTAL COMMISSIONS ACTUALLY PAID TO AFFILIATE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM

This Cap Applies:

  • Regardless of theory of liability (contract, tort, negligence, strict liability, etc.)
  • To all claims combined (not per claim)
  • Even if CaPerfume was advised of possibility of damages
  • To all CaPerfume entities, employees, and agents collectively

Example: If you earned $1,000 in last 12 months, CaPerfume's maximum liability for any issue is $1,000, even if your claimed damages are $10,000.

13.2 Excluded Damages - NO LIABILITY

CAPERFUME SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR:

  1. Indirect Damages:
    • Lost profits or revenue (other than commissions properly owed)
    • Lost business opportunities
    • Lost goodwill or reputation
    • Loss of data or information
  2. Consequential Damages:
    • Business interruption losses
    • Cost of substitute services
    • Investment losses
    • Opportunity costs
  3. Incidental Damages:
    • Costs to mitigate damages
    • Expenses incurred due to breach
    • Reliance damages
  4. Special or Punitive Damages:
    • Exemplary damages
    • Punitive damages
    • Enhanced damages
    • Statutory damages beyond actual harm

Even If:

  • CaPerfume was negligent
  • CaPerfume breached the Agreement
  • Damages were foreseeable
  • CaPerfume was advised of possibility
  • Limited remedies fail of their essential purpose

13.3 Specific Limitation Scenarios

Program Changes:

  • Not liable for commission loss due to rate changes
  • Not liable for lost earnings if Program discontinued
  • Not liable for changes to terms or requirements
  • Not liable for termination of Program

Technical Issues:

  • Not liable for tracking errors or failures
  • Not liable for website downtime
  • Not liable for lost conversions due to technical problems
  • Not liable for dashboard errors or reporting mistakes

Third-Party Actions:

  • Not liable for payment processor issues
  • Not liable for platform policy changes (Google, Facebook banning accounts)
  • Not liable for actions of other affiliates
  • Not liable for customer actions (returns, complaints)

Market Conditions:

  • Not liable for changes in consumer behavior
  • Not liable for competition from other affiliates
  • Not liable for seasonal fluctuations
  • Not liable for economic downturns affecting sales

13.4 Affiliate Assumption of Risk

YOU EXPRESSLY ASSUME ALL RISK FOR:

  • Success or failure of your affiliate marketing business
  • Advertising costs and promotional expenses
  • Platform compliance (risk of Google/Facebook account bans)
  • Changes in search algorithms or social media policies
  • Commission reversals due to returns or fraud detection
  • Timing and amounts of commission payments
  • Competition from other affiliates or CaPerfume's own marketing

13.5 Essential Purpose

YOU ACKNOWLEDGE:

  • These limitations are a fundamental basis of the bargain
  • CaPerfume would not offer the Program without these protections
  • Limitations are reasonable given the nature of affiliate marketing
  • You have had opportunity to seek legal counsel
  • These limitations apply even if remedies fail their essential purpose

13.6 State Law Variations

Some jurisdictions do not allow:

  • Limitations on implied warranties
  • Exclusion of consequential damages
  • Caps on liability

In Such Jurisdictions:

  • Limitations apply to maximum extent permitted by law
  • If any provision unenforceable, remainder remains valid
  • Alternative dispute resolution (Section 16) may apply

14. INDEMNIFICATION

14.1 Affiliate Indemnification Obligation

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS:

  • CaPerfume (EMRA LLC)
  • Its parent, subsidiary, and affiliated companies
  • Its officers, directors, employees, agents, and contractors
  • Its successors and assigns

FROM AND AGAINST:

Any and all third-party claims, demands, lawsuits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation) arising from or related to:

14.2 Covered Claims & Situations

1. Your Promotional Activities:

  • Claims arising from your content, advertising, or promotional methods
  • Defamation, libel, or slander in your marketing materials
  • False advertising or deceptive marketing practices
  • Invasion of privacy or publicity rights violations
  • Intellectual property infringement in your content

2. Your Violations:

  • Breach of any term of this Agreement
  • Violation of prohibited activities (Section 4)
  • Fraud, cookie manipulation, or deceptive practices
  • FTC disclosure violations or advertising law violations
  • Platform terms of service violations (Google, Facebook, etc.)

3. Third-Party Rights:

  • Infringement of trademarks, copyrights, or patents
  • Unauthorized use of celebrity names or likenesses
  • Plagiarism or unauthorized use of copyrighted content
  • Trade secret misappropriation
  • Violation of rights of publicity

4. Legal and Regulatory:

  • Claims by regulatory agencies (FTC, state attorneys general)
  • Consumer protection law violations
  • Privacy law violations (GDPR, CCPA, COPPA)
  • Unfair competition claims
  • Anti-spam law violations (CAN-SPAM, TCPA)

5. False or Misleading Statements:

  • Inaccurate product claims or descriptions
  • Unauthorized health or medical benefit claims
  • Price misrepresentations
  • False scarcity or urgency claims
  • Any statements causing consumer harm

6. Customer Harm:

  • Direct customer interactions without authorization
  • Unauthorized customer service or support
  • Mishandling of customer data or information
  • Disclosure of confidential customer information

14.3 Defense Obligation & Procedure

If Claim Arises:

1. Notice Requirement:

  • CaPerfume will notify you promptly of any claim
  • Failure to notify doesn't relieve your obligation unless materially prejudiced

2. Your Defense Obligation:

  • You must provide legal defense at your expense
  • Retain competent counsel acceptable to CaPerfume
  • Cooperate fully with defense strategy
  • Keep CaPerfume informed of all developments

3. CaPerfume's Rights:

  • May elect to assume defense with counsel of its choice
  • If CaPerfume assumes defense, you must cooperate fully at your expense
  • CaPerfume may participate in defense at its own expense
  • CaPerfume approval required for any settlement

4. Settlement Restrictions:

  • You may not settle any claim without CaPerfume's prior written consent
  • Consent will not be unreasonably withheld
  • Any settlement must include full release of CaPerfume
  • Settlement may not include admission of fault by CaPerfume

14.4 Expenses & Reimbursement

You Are Responsible For:

  1. Legal Fees & Costs:
    • Attorney fees (hourly rates and retainers)
    • Court filing fees and costs
    • Expert witness fees
    • Discovery costs
    • Deposition expenses
  2. Settlement or Judgment:
    • Settlement amounts agreed to or approved
    • Judgments entered against CaPerfume
    • Injunctive relief compliance costs
    • Court-ordered sanctions or penalties
  3. Related Expenses:
    • Investigation costs
    • Damage control and public relations
    • Notification costs (if data breach involved)
    • Regulatory fines or penalties

Reimbursement Obligation:

  • Reimburse CaPerfume within 30 days of demand
  • Interest accrues at 1.5% per month on unpaid amounts
  • CaPerfume may offset against future commissions
  • CaPerfume may pursue collections if not paid

14.5 Survival & Scope

This Indemnification:

  • Survives termination of this Agreement indefinitely
  • Applies to claims arising during participation, discovered later
  • Applies even if you've stopped participating
  • Applies to claims filed years after termination
  • Is not limited by liability caps in Section 13

Broad Interpretation:

  • Indemnification obligations construed broadly
  • Any doubt resolved in favor of coverage
  • Includes claims tangentially related to your activities
  • Protects CaPerfume from all liability arising from your participation

15. CONFIDENTIALITY

15.1 Definition of Confidential Information

"Confidential Information" Includes:

  1. Program Information:
    • Commission rates and payment structures
    • Tracking methodologies and fraud detection systems
    • Affiliate performance benchmarks and analytics
    • Program strategies and business plans
    • Internal metrics and performance data
  2. Product Information:
    • Non-public product launch plans
    • Unreleased product formulations or descriptions
    • Pricing strategies and promotional calendars
    • Supplier information and sourcing details
  3. Customer Data:
    • Customer names, emails, or order information
    • Purchase history or behavior data
    • Any personally identifiable information (PII)
    • Customer demographics or analytics
  4. Business Information:
    • Financial information about CaPerfume
    • Strategic plans and business strategies
    • Marketing plans not publicly released
    • Proprietary processes or methods
    • Trade secrets
  5. Communications:
    • Non-public communications from CaPerfume
    • Internal affiliate program updates
    • Termination reasons or investigation details
    • Dispute resolution discussions

15.2 Confidentiality Obligations

YOU AGREE TO:

  1. Maintain Strict Confidentiality:
    • Not disclose Confidential Information to any third party
    • Not use Confidential Information except for Program participation
    • Protect information with same care as your own confidential information (minimum: reasonable care)
  2. Limit Access:
    • Only share with employees/contractors who need to know
    • Ensure anyone with access agrees to confidentiality
    • Supervise use by authorized parties
  3. Prevent Disclosure:
    • Implement reasonable security measures
    • Do not post on public forums, social media, or review sites
    • Do not discuss in public settings or with competitors
    • Do not share login credentials or dashboard access

15.3 Permitted Disclosures (Exceptions)

Confidentiality Does NOT Apply To Information That:

  1. Was Public:
    • Is publicly available through no fault of yours
    • Becomes public through lawful means (not your breach)
  2. Prior Knowledge:
    • Was rightfully in your possession before CaPerfume disclosed it
    • Can be proven through documentation
  3. Independent Development:
    • Was independently developed by you without using Confidential Information
    • Can be proven through contemporaneous records
  4. Legally Required:
    • Must be disclosed by law, regulation, or court order
    • Provided you give CaPerfume prior notice (if possible)
    • Disclose only minimum required
    • Cooperate with CaPerfume's efforts to obtain protective order

15.4 Special Rules for Commission Rates

Commission Rate Confidentiality:

YOU MAY:

  • State generally that you earn commissions
  • Say you're an affiliate partner

YOU MAY NOT:

  • Disclose specific commission percentage or dollar amounts
  • Share rate tiers or structures
  • Compare rates to other programs
  • Use rates to recruit others to the program

Consequences of Rate Disclosure:

  • Breach of confidentiality
  • Immediate termination
  • Forfeiture of pending commissions
  • Potential legal action for damages

15.5 Return of Materials

Upon Termination or Upon Request:

YOU MUST:

  1. Return or Destroy:
    • All tangible Confidential Information
    • All electronic copies (delete from devices and cloud storage)
    • All notes or derivatives containing Confidential Information
  2. Certify Compliance:
    • Provide written certification that all materials returned/destroyed
    • Confirm no copies retained
    • Confirm all electronic data deleted
  3. Delete Access:
    • Remove any stored login credentials
    • Clear browser caches containing dashboard data
    • Delete any screenshots or saved information

15.6 Survival & Remedies

This Confidentiality Obligation:

  • Survives termination indefinitely (perpetual)
  • Applies during participation and forever after
  • Runs in favor of CaPerfume and its successors

Breach Consequences:

  • Immediate termination from Program
  • Irreparable harm to CaPerfume (justifying injunctive relief)
  • CaPerfume entitled to seek injunction without posting bond
  • Liability for actual damages plus attorneys' fees
  • Potential claim for misappropriation of trade secrets

16. DISPUTE RESOLUTION & GOVERNING LAW

16.1 Governing Law

This Agreement Is Governed By:

  • Laws of the State of California
  • Without regard to conflict of law principles
  • Federal laws where applicable (e.g., Copyright Act, Trademark Act)

California Law Applies To:

  • Interpretation of Agreement terms
  • Validity and enforcement
  • Breach of contract claims
  • All disputes between parties

16.2 Exclusive Venue

For Litigation (If Not Arbitrated):

Exclusive Jurisdiction:

  • State courts located in Orange County, California
  • Federal courts located in the Central District of California

You Consent To:

  • Personal jurisdiction in California courts
  • Venue in Orange County, California
  • Waive any objection to jurisdiction or venue
  • Waive any claim that California courts are inconvenient forum

Agreement to Litigate in California:

  • Even if you are located outside California
  • Even if you are outside United States
  • Regardless of where activities occurred
  • Regardless of where damages occurred

16.3 Mandatory Binding Arbitration

For Disputes Under $10,000:

YOU AGREE:

  • All disputes, claims, or controversies involving less than $10,000 SHALL be resolved through binding arbitration
  • Arbitration conducted under American Arbitration Association (AAA) Commercial Arbitration Rules
  • Single arbitrator selected per AAA rules
  • Arbitration location: Santa Ana, California (in-person) or telephonic/video conference

Covered Disputes Include:

  • Commission payment disputes
  • Termination disputes
  • Breach of contract claims
  • Any dispute arising from or related to this Agreement

Arbitration Rules:

  • Each party bears own attorneys' fees
  • Arbitrator's decision is final and binding
  • Very limited grounds for appeal (under Federal Arbitration Act)
  • Judgment on award may be entered in any court
  • Discovery limited to what arbitrator permits

Not Subject to Arbitration:

  • Disputes over $10,000 (may be litigated)
  • Claims for injunctive relief (trademark infringement, etc.)
  • Collection actions for undisputed amounts owed
  • Small claims court actions (if within jurisdictional limits)

16.4 Class Action Waiver

YOU EXPRESSLY WAIVE:

  • Right to Pursue Class Actions:
    • Cannot bring claims as class representative
    • Cannot participate in class action against CaPerfume
    • Cannot join with other affiliates in consolidated action
    • Cannot pursue multi-plaintiff litigation
  • Right to Consolidated Proceedings:
    • Each dispute resolved individually
    • Cannot be combined with other affiliates' disputes
    • Arbitration must be individual, not consolidated

This Means:

  • You can only bring claims on your own behalf
  • You cannot represent other affiliates
  • You cannot benefit from class action lawsuits against CaPerfume
  • Any dispute must be individual

Acknowledgment:

  • You understand this limits your ability to seek remedies
  • You knowingly and voluntarily waive class action rights
  • This waiver is essential to the Agreement

16.5 Informal Dispute Resolution

Before Initiating Arbitration or Litigation:

REQUIRED: 30-Day Negotiation Period

1. Notice of Dispute:

  • Send written notice to CaPerfume at [email protected]
  • Describe dispute in detail
  • Specify relief sought
  • Provide supporting documentation

2. Good Faith Negotiation:

  • Parties will attempt to resolve informally for 30 days
  • May involve phone calls, emails, or video conferences
  • Goal: resolve without formal proceedings

3. Escalation to Formal Resolution:

  • If not resolved in 30 days, may proceed to arbitration/litigation
  • Requirement to negotiate first is mandatory
  • Failure to complete 30-day period = dismissal of claim

Benefits:

  • Many disputes resolved quickly and cheaply
  • Preserves relationship if possible
  • Avoids legal fees and time

16.6 Attorneys' Fees & Costs

In Any Legal Proceeding:

Prevailing Party Entitled To:

  • Reasonable attorneys' fees
  • Court costs and filing fees
  • Expert witness fees
  • Deposition costs
  • Arbitration administrative fees (if applicable)
  • Collection costs (if enforcing judgment)

"Prevailing Party" Means:

  • Party who substantially achieves relief sought
  • Determined by judge or arbitrator
  • May be apportioned if mixed outcome

16.7 Statute of Limitations

ANY CLAIMS MUST BE FILED WITHIN:

1 YEAR from date cause of action accrues

After 1 Year:

  • Claims are permanently barred
  • Cannot be brought in any forum
  • Applies to all claims (breach, fraud, negligence, etc.)

This Shortens:

  • California's standard 4-year breach of contract statute
  • Other potentially applicable longer periods
  • Applies even if you didn't discover issue immediately

16.8 Injunctive Relief

Notwithstanding Arbitration Agreement:

CaPerfume may seek injunctive relief in court for:

  • Trademark infringement or IP violations
  • Breach of confidentiality (Section 15)
  • Continued use of brand assets after termination
  • Ongoing prohibited activities
  • Irreparable harm to brand or reputation

You Consent To:

  • Expedited hearing for injunctive relief
  • Temporary restraining orders without notice (if necessary)
  • CaPerfume not required to post bond
  • Injunctive relief available in addition to damages

17. GENERAL PROVISIONS

17.1 Entire Agreement

This Agreement Constitutes:

  • The entire agreement between parties regarding the subject matter
  • Supersedes all prior agreements, understandings, or communications (oral or written)
  • Cannot be contradicted by prior or contemporaneous agreements

No Other Agreements:

  • No verbal promises or representations bind CaPerfume
  • No prior affiliate agreements remain in effect
  • Email communications don't modify terms unless signed by CaPerfume officer

17.2 Amendments & Modifications

CaPerfume May Modify These Terms:

At Any Time By:

  1. Posting updated terms to affiliate portal or Program website
  2. Providing notice via email to address on file
  3. Displaying notice in affiliate dashboard

Effective Date of Changes:

  • Changes effective immediately upon posting
  • Or on date specified in notice (typically 30 days)

Your Options:

  • Continue Participating = acceptance of updated terms
  • Terminate = cease participation before effective date to avoid new terms

Material Changes:

  • For significant changes (commission rate reductions, major policy shifts), CaPerfume will provide 30 days notice when feasible
  • Notice not required for minor clarifications or additions

Version Control:

  • Current version number and "Last Updated" date shown at top
  • Previous versions not available
  • Affiliate responsible for reviewing updates

No Oral Modifications:

  • Agreement can only be modified in writing
  • Email assent from CaPerfume officer required
  • Customer service reps cannot modify terms

17.3 Severability

If Any Provision Found Unenforceable:

Severable:

  • Unenforceable provision severed from Agreement
  • Remaining provisions remain in full force
  • Agreement continues to bind parties

Reformation:

  • Court may reform unenforceable provision to be enforceable
  • Reformed to achieve original intent to maximum extent possible
  • Narrowed in scope if overbroad

Examples:

  • If confidentiality period found too long, reduce to enforceable period
  • If non-compete too broad geographically, narrow to enforceable scope
  • If arbitration provision invalid in jurisdiction, litigation provisions apply

17.4 Waiver

Failure to Enforce ≠ Waiver:

CaPerfume's Failure To:

  • Enforce any provision does not waive right to enforce later
  • Exercise any right does not waive that right
  • Insist on strict compliance does not prevent later enforcement

Waiver Requirements:

  • Must be in writing
  • Must be signed by CaPerfume officer
  • Applies only to specific instance waived
  • Does not waive future violations or other provisions

No Course of Dealing:

  • Past leniency does not create ongoing entitlement
  • Each violation may be enforced independently
  • CaPerfume may change enforcement approach at any time

17.5 Assignment

Affiliate Cannot Assign:

  • You may NOT assign, transfer, or delegate this Agreement or any rights/obligations
  • Cannot assign to affiliate business, LLC, or corporation without consent
  • Cannot transfer affiliate account to another person
  • Cannot sublicense affiliate rights

Prohibited Assignments:

  • Sale of affiliate business
  • Business merger or acquisition
  • Death or incapacity (estate cannot assume account)
  • Attempted assignment is void

CaPerfume May Assign Freely:

  • To parent, subsidiary, or affiliated company
  • In connection with merger, acquisition, or sale of business
  • To successor or assign
  • No notice required

Effect of Prohibited Assignment:

  • Assignment void and of no effect
  • Grounds for immediate termination
  • Forfeiture of all commissions

17.6 Notices

How to Provide Legal Notices:

To CaPerfume:

  • Email: [email protected] (for legal notices)
  • Mail: EMRA LLC, [Your Full Address], Santa Ana, CA [ZIP]

To Affiliate:

  • Email address on file in affiliate account
  • Mailing address provided in application

Notice Effective When:

  • Email: 24 hours after sending (unless bounce-back)
  • Mail: 3 business days after mailing (postage prepaid)

Affiliate Responsibility:

  • Maintain current, accurate contact information
  • Update promptly if email or address changes
  • Check email regularly (daily recommended)
  • CaPerfume not liable for notices to outdated contact info

Types of Notices:

  • Termination notifications
  • Investigation or fraud alerts
  • Commission payment information
  • Program updates and changes
  • Legal demands or requirements

17.7 Force Majeure

Neither Party Liable for Delays Caused By:

Events Beyond Reasonable Control:

  • Natural disasters (earthquakes, floods, fires)
  • Acts of war, terrorism, or civil unrest
  • Government actions (embargoes, regulations)
  • Pandemics or public health emergencies
  • Strikes or labor disputes
  • Internet or telecommunications outages
  • Power failures or utility disruptions
  • Acts of God

Effect:

  • Performance excused during force majeure event
  • Deadlines extended by duration of event
  • No liability for failure to perform

Does Not Excuse:

  • Payment obligations
  • Confidentiality obligations
  • Obligations that can be performed despite event

Termination:

  • If force majeure exceeds 90 days, either party may terminate
  • Obligations as of termination apply

17.8 Relationship Acknowledgments

You Acknowledge:

  1. Had Opportunity for Legal Review:
    • Opportunity to consult attorney before agreeing
    • Recommend seeking independent legal counsel
    • Entered Agreement voluntarily after review
  2. Understand Terms:
    • Read and understood all provisions
    • Had opportunity to ask questions
    • Understand consequences of violations
  3. No Reliance on Representations:
    • Not relying on oral statements or promises
    • Only written terms in this Agreement binding
    • No side agreements or understandings
  4. Fair and Reasonable:
    • Terms are commercially reasonable
    • Not unconscionable or one-sided
    • Appropriate for affiliate marketing relationship

17.9 Headings & Interpretation

Headings:

  • Section headings for convenience only
  • Do not limit or affect interpretation
  • Not part of substantive Agreement

Interpretation:

  • "Including" means "including but not limited to"
  • "E.g." and "such as" are non-exhaustive examples
  • Singular includes plural and vice versa
  • "Or" is inclusive (and/or)

Construction:

  • Agreement not construed against drafter
  • Ambiguities not automatically against CaPerfume
  • Interpret to give effect to intent of both parties

17.10 Survival

Provisions That Survive Termination:

Indefinitely:

  • Section 4: Prohibited Activities (evidence of breach)
  • Section 5: Fraud Detection (for clawback)
  • Section 6: Commission Policy (final accounting)
  • Section 7: Audit Rights (post-termination review)
  • Section 9: Intellectual Property (ongoing protection)
  • Section 10: Termination (defines obligations)
  • Section 11: Relationship of Parties
  • Section 12: Representations & Warranties
  • Section 13: Limitation of Liability
  • Section 14: Indemnification
  • Section 15: Confidentiality
  • Section 16: Dispute Resolution
  • Section 17: General Provisions

Until Fulfilled:

  • Payment of final commissions (if owed)
  • Return of Confidential Information
  • Removal of affiliate links and brand assets
  • Repayment of clawback amounts

17.11 No Third-Party Beneficiaries

This Agreement Is Between CaPerfume and Affiliate Only:

  • No third parties have rights under this Agreement
  • Customers are not intended beneficiaries
  • Other affiliates have no rights
  • CaPerfume employees/contractors not third-party beneficiaries
  • Only parties to Agreement may enforce

17.12 Counterparts & Electronic Signatures

Agreement May Be Executed:

  • In counterparts (each copy an original)
  • Electronically (email acceptance, click-through)
  • Digital signatures binding as wet ink signatures

Electronic Acceptance:

  • Clicking "I Agree" or "Sign Up" constitutes binding signature
  • Email confirmation of acceptance is valid
  • Dashboard acceptance notification is binding

18. CONTACT INFORMATION

18.1 Program Support

For General Program Questions:

  • Email: [email protected]
  • Dashboard: Support ticket system in affiliate portal
  • Response Time: 2-3 business days

Topics:

  • Commission questions
  • Payment issues
  • Link generation help
  • Dashboard technical support
  • Promotional material requests

18.2 Legal Notices

For Legal Matters:

  • Email: [email protected]
  • Mail: EMRA LLC, Legal Department, [Full Address], Santa Ana, CA [ZIP]

Use For:

  • Dispute notices
  • Termination notifications
  • Audit responses
  • Legal demands
  • Confidentiality concerns

18.3 Compliance & Fraud Reports

To Report Suspicious Activity:

Report:

  • Other affiliates violating terms
  • Suspected fraud or abuse
  • Brand misuse or violations
  • Counterfeit products

18.4 Affiliate Information Updates

To Update Your Information:

Update Immediately:

  • Email address changes
  • Payment information changes
  • Business name or structure changes
  • Mailing address changes

FINAL ACKNOWLEDGMENT & ACCEPTANCE

BY CLICKING "I AGREE," "SIGN UP," "ACCEPT," OR BY PARTICIPATING IN THE CAPERFUME AFFILIATE PROGRAM IN ANY MANNER, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

✓ You have carefully read and fully understand all terms of this Agreement, including all 18 sections

✓ You have had the opportunity to seek independent legal counsel and recommend doing so before accepting

✓ You voluntarily agree to be legally bound by all provisions of this Agreement

✓ You understand this is an enforceable contract with serious legal obligations and consequences

✓ You represent that all information provided is accurate and complete

✓ You understand violations result in immediate termination and forfeiture of all commissions

✓ You acknowledge CaPerfume's right to monitor, audit, and investigate your activities

✓ You agree to the limitation of liability and disclaimer of warranties in Sections 12-13

✓ You agree to binding arbitration for disputes under $10,000 and waive class action rights

✓ You agree to indemnify CaPerfume for claims arising from your activities

✓ You agree this Agreement may be modified at any time with notice

✓ You understand confidentiality obligations survive termination indefinitely

✓ You consent to exclusive jurisdiction in Santa Ana, Orange County, California

✓ You acknowledge NO GUARANTEE of earnings, conversions, or success

✓ You are at least 18 years old (or age of majority in your jurisdiction)

✓ You have authority to enter this Agreement on behalf of yourself or your business entity

CONTACT BEFORE PROCEEDING:

If you have ANY questions or do not understand ANY provision of this Agreement:

DO NOT PROCEED with enrollment.

Instead, contact us at:

We want you to fully understand your obligations before participating.

This Agreement supersedes all prior affiliate agreements.

CAPERFUME AFFILIATE PROGRAM
Operated by EMRA LLC
Santa Ana, California