Affiliate Program Agreement

Welcome to the Yoonah website dedicated to partners (the “ Partner Site "), which allows you to manage your affiliate marketing reports.

This Affiliate Program Operating Agreement (“Operating Agreement”) contains the terms and conditions governing your participation in the Affiliate Program (the “Program”). “We”, “we” or “our” means Yoonah.fr and the partner website. “You” or “your” means the applicant. A “site” means a website. “Partner Site” means the e-commerce/retail partner using Yoonah Affiliate Tracking Software. “Your site” means any website, software application, social networks and mobile application (as defined below) that you link to the partner site. “Advertising Fees” means the commissions obtained for a successful and verified sale of a product on the partner site by a customer using your referral link.

By checking the box indicating that you accept the terms and conditions of this Operational Agreement, or by continuing to participate in the Program following the posting of a change notice, a revised Operational Agreement or revised Operational Documentation on the partner website, you (A) agree to be bound by this operational agreement; (B) acknowledge and agree that you have independently evaluated the advisability of participating in the Program and are not relying on any representation, warranty or statement other than as expressly set forth in this Operating Agreement; and (C) hereby represent and warrant that you are legally capable of entering into contracts (e.g., you are not a minor) and that you are and will remain in compliance with this Operating Agreement. Further, if this Operating Agreement is accepted by a company or other legal entity, then the person accepting this Operating Agreement on behalf of such company or entity hereby represents and warrants that he or she is authorized and legally able to bind such company or entity to this operational agreement.

1. Program Description

The purpose of the Program is to allow you to advertise Products on your site, social media and earn advertising fees or commissions for Qualified Purchases (defined in Section 7) made by your end users. A “Product” means any item sold on the Partner Site. To facilitate your advertising of the Products, we may make available to you data, images, text, link formats, widgets, links and other linking tools, as well as other information related to the Program ("Content"). The Content specifically excludes any data, images, text or other information or content relating to the products offered on any site other than the Partner Site.

2. Registration and requirements

To begin the registration process, you must submit a complete and accurate Program application. You must identify your site (social networks, etc.) in your request. We will evaluate your request and notify you of its acceptance or rejection. We may reject your request in our sole discretion, including if we determine that your site (social media) is unsuitable. Unsuitable sites include those that:

(a) promote or contain sexually explicit material;

(b) promotes violence or contains violent materials;

(d) promotes discrimination, or uses discriminatory practices, based on race, gender, religion, nationality, disability, sexual orientation or age;

(e) promote or engage in illegal activities;

(f) otherwise infringes intellectual property rights.

If we reject your request, you are invited to resubmit a new request 30 days later. However, if we accept your request and later determine that your site is unsuitable, we may terminate this Operating Agreement at any time in our sole discretion.

You will ensure that the information in your Program application and associated with your account, including your email address and other contact information and your site identification, is complete, accurate and current at all times. We may send notices (if applicable), approvals (if applicable) and other communications relating to the Program and this Operating Agreement to the email address then associated with your Program account. You will be deemed to have received all notices, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

Participation in our Affiliate Program does not lead to the conversion of your customers as direct customers. All pricing policies, terms and conditions of sale, rules, policies and procedures relating to customer orders, customer service and product sales set forth on the Yoonah Site shall be applicable to such customers and shall remain subject to change at any time. You are prohibited from initiating any contact with our customers, and if any of them contacts you regarding their interactions with a Yoonah Site, you must direct them to the contact details provided on the Yoonah Site to contact us. customer.

3. Links on your site

After being informed of your acceptance into the Program, you can display Special Links and promotional codes on your site/social networks. “Special Links” are links to the Partner Site that you place on your site /social media pursuant to this Operating Agreement, that properly use the “tagged” special link formats that we provide, and that meet the requirements of linking the Affiliate Program. Special Links enable accurate tracking, reporting and accrual of advertising fees.

You may only earn advertising fees in accordance with Section 7 and only with respect to activity on the Partner Site occurring directly through Special Links. We will have no obligation to pay you any advertising fees if you fail to properly format links on your site to the Partner Site as Special Links, including to the extent that such failure may result in a reduction in advertising amounts. advertising fees that would otherwise be paid to you under this Operating Agreement.

If you wish to include Special Links in a software application designed and intended for use on mobile phones, tablets or other portable devices ("Mobile Application"), you must include the name of the Mobile Application and the link to your Mobile Application in your application to the Program. The relevance and other requirements of this Section 3 and the Mobile Application Policy will apply to the Mobile Applications. We will evaluate your request and notify you of its acceptance or rejection. An accepted Mobile Application will be an “Approved Mobile Application” for the purposes of this Agreement.

Special Links displayed in Approved Mobile Applications may be served by the Affiliate API or Partner API (“Affiliate API”) or Product Advertising API, including any Special Link displayed in a embedded web browser, and must use the affiliate ID that we have assigned to you expressly for your Approved Mobile Applications.

4. Program Requirements

By participating in the Program, you agree to comply with the Affiliate Program Participation Requirements and all pages, schedules, policies, guidelines and other documents and materials referred to in this Operating Agreement (collectively referred to as " Operational Documentation").

You will provide us with any information we request to verify your compliance with this Operating Agreement or any Operational Documentation. If we determine that you have failed to comply with any requirement or restriction described on the Associates Program Participation Requirements page or other Operational Documentation, or that you have otherwise violated this Operating Agreement, we may (in plus any other rights or remedies available to us): (a) withhold any advertising fees payable under this Operating Agreement; (b) close any other accounts you may have or may open in the future, without payment of any advertising fees; (c) terminate this Operating Agreement; or (d) take all of the actions mentioned above. Additionally, you hereby consent to us:

occasionally send you emails relating to the Program;
monitor, record, use and disclose information about your site and visitors to your site that we obtain in connection with your posting of Special Links (for example, that a particular customer clicked on a Special Link from your site before to purchase a Product on the Partner Site) in accordance with the Privacy Notice; And
otherwise monitor, explore and investigate your site for compliance with this Operating Agreement and the Operational Documentation.

You must clearly and conspicuously display the following statement, or any other similar statement permitted under this Agreement, on your site or any other location where Yoonah authorizes you to display or use the Content: “As a Yoonah Partner, I make a profit on qualifying purchases." Unless otherwise specified in this Agreement and in accordance with applicable regulations, any public communication relating to this Agreement or your participation in the Partner Program requires our prior written consent. You may not make any other public statements regarding this Agreement, and you must not misrepresent or embellish the nature of the relationship between you and us (including by expressly or implicitly suggesting that we endorse, sponsor or sponsor you). ). You must not state or imply the existence of any affiliation between us and you or any other entity, except as expressly permitted by this Agreement.

5. Responsibility for your site

You will be solely responsible for your site, including its development, operation and maintenance, and for all content that appears or forms part of it. For example, you will be solely responsible for:

The technical operation of your site and any associated equipment;
The display of Special Links and Content on your site in accordance with this Operating Agreement and the Operational Documentation, as well as any agreements between you and any other person or entity (including any restrictions or requirements imposed by any person or entity hosting your site);
Creating, publishing, and ensuring the accuracy, completeness, and suitability of content posted on your site (including all product descriptions and other product-related materials, as well as any information included in or associated with Special Links);
Use of the Content, your site, and materials on or in your site in a manner that does not violate, infringe upon, or misappropriate any of our rights or those of any other person or entity (including copyright, trademark, rights of privacy, publicity or other intellectual property or proprietary rights);
Use of the Content, your site, and materials on or in your site in any manner that is harmful, harassing, profane, defamatory, obscene, pornographic, pedophilic, or in any other manner;
Disclosure on your site accurately and adequately, whether through a privacy policy or otherwise, of the manner in which you collect, use, store and disclose data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and ads, collect information directly from visitors, and place or recognize cookies on visitors' browsers; And
Any use you make of the Yoonah Content and Marks, whether or not authorized under this Operating Agreement.
We will not be responsible for any such matters or for any claims of your end users relating to such matters, and you agree to defend, indemnify and hold us, our affiliates and licensors, and our and their respective employees, officers, directors and representatives, from any claims, damages, losses, liabilities, costs and expenses (including attorneys' fees) relating to: (a) your site or any content appearing on your site, including including combining your site or content with other applications, content or processes; (b) the use, development, design, manufacture, production, advertising, promotion or marketing of your site or any content appearing on or in your site, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by or in violation of this Operating Agreement, any Operational Documentation or applicable law; (d) your violation of any provision of this Operating Agreement or any Operational Documentation; or (e) negligence or wrongful conduct by you or your employees.

6. Order processing

We will process product orders placed by customers who use promotional codes and follow Special Links from your site to the Partner Site. We reserve the right to reject orders that do not meet the requirements of the Partner Site, as these may be updated from time to time. We will track Qualified Purchases (defined in Section 7) for reporting and advertising fee accrual purposes and will make reports available to you summarizing such Qualified Purchases.

7. Advertising costs

We will pay you an advertising fee on Qualified Purchases in accordance with Section 8 and the Affiliate Program Commission Schedule. In the event that an excess payment is made to you for any reason, we reserve the right to adjust or offset such amount against any subsequent advertising fees due under this Operating Agreement. Subject to the exclusions set out below, a “Qualified Purchase” occurs when: (a) a customer clicks on a Special Link on your site to access the Partner Site; (b) during a single Session, the customer adds a Product to their cart and places the order for that Product no later than 89 days after the customer's initial click; or (c) the Product is shipped to, and paid for by, the customer.

A “Session” begins when the customer clicks on a Special Link on your site to access the Partner Site and ends at the time of the first event among the following: (x) 24 hours have passed since this click; (y) the customer places an order for a Product; or (z) the customer follows a Special Link to the Partner Site that is not your Special Link.

Qualified Purchases exclude, and we will not pay advertising fees on, any of the following:

Any Product that, after expiration of the applicable Session, is added to a customer's Shopping Cart, or is streamed or downloaded by a customer, even if the customer has previously followed a Special Link from your site to the Site Partner;
Any Product purchase that is not properly tracked or reported because your site's links to the Partner Site are not correctly formatted;
Any Product purchases made through a Special Link by you or on your behalf, including Products you purchase through Special Links for yourself, friends, family or associates (e.g., personal orders, orders for your personal use, and orders placed by you on behalf of another person or entity);
Any purchase of Product intended for resale or commercial use of any nature whatsoever;
Any Product purchase after termination of this Operating Agreement;
Any Product order for which a cancellation, return or refund has been initiated;
Any Product purchase by a customer who is referred to the Partner Site by one of the following:
- Paid Placement Prohibited on Search Engines;
- A link to the Partner Site, including a Redirect Link, which is generated or displayed on a Search Engine in response to a query or a search keyword on the Internet (i.e. in the results of natural, free, organic or unpaid search), whether these links appear following your submission of data on this site or otherwise;
Any Qualified Purchase for which you have offered any person or entity consideration or incentive (including cash, rebate, points, donation to a charity or other organization, or any other benefit) for use Special Links (for example, by implementing a “rewards” or loyalty program that encourages people or entities to visit the Partner Site via your Special Links);
Any Product Purchase made through a Special Link in a Mobile Application that was not an Approved Mobile Application or where the Special Link in an Approved Mobile Application was not served by the AMA API, the Product Advertising API or other linking tools that we make available to you;
Any Qualified Purchase made via a mobile device or tablet where:
- Cost-per-click advertising is strictly prohibited;
- Any qualified purchase where the affiliate has posted links or their coupon code on a “coupon site” is strictly prohibited. For the definition of a coupon site, see below:
“Coupon Site”

Whether you are classified as a Coupon Affiliate will be determined by Partner in its sole discretion. Factors that may lead to classification as a “Coupon Affiliate” include, but are not limited to:
- The presence of coupon offerings, particularly from many different merchants, on Affiliate's website, particularly if such coupons represent many different merchants and/or are indexed or organized in a directory;
- The presence of certain words (or variations or misspellings thereof) in the Website URL or prominently in the Website Content, such as “coupons,” “deals” or “savings”;
- A website focused on other merchants and the discounts or promotions offered by them, rather than on products, and with little original, human-generated content.
“Prohibited Paid Placement” means advertising purchased by bidding on keywords, search terms or other identifiers (including Proprietary Terms) or other participation in keyword auctions. “Proprietary Term” means keywords, search terms or other identifiers that include the word “Yoonah,” or any other trademark of Yoonah or its affiliates, or variations or misspellings of any of these words (for example, "Yonnah"). “Redirect Link” means a link that sends users indirectly to the Partner Site through an intermediary site or page, without requiring clicking on a link or other affirmative actions on that intermediary site or page. “Search Engine” means Google, Yahoo, Bing or any other search engine, portal, sponsored advertising service or other search or SEO service, or any site participating in one of their respective networks.

8. Payment of Advertising Fees

Payouts only begin once you have earned more than €20 in affiliate income. We are only responsible for paying accounts that have crossed the €20 threshold. We will pay you an advertising fee on a monthly basis for Qualified Purchases shipped, streamed or downloaded (as applicable) in a given month, subject to any applicable withholding or deduction described below. We will pay you approximately 60 days after the end of each calendar month, but we may accrue and withhold advertising fees until the total amount owed to you reaches at least €20.

The advertising fees payable to you include all taxes, including applicable service tax or goods and services tax or any other tax or levy that you may be required to pay in connection with such services, for which you issue a valid invoice in accordance with applicable law and regulations and declare them within the prescribed deadlines so that the Partner Site can benefit from the tax credit on the taxes paid. You agree to comply with the applicable provisions of such law, including, but not limited to:

timely issuance of GST-compliant invoices; make invoices available on the Partner Site; file applicable taxes on a periodic basis; and report them correctly to the government under tax laws.

If at any time tax credit is refused or if payment of taxes is requested by the Partner Site or Yoonah, due, among other things, to the issuance of a deficient invoice, failure to pay taxes, 'inappropriate statement in the declarations filed or non-compliance with applicable laws and regulations on your part, you will indemnify the Partner Site and Yoonah against any denied credit or any tax recovered as well as any interest and penalties imposed on the Partner Site and Yoonah . If necessary under applicable tax law, we may deduct or withhold taxes, levies or similar amounts from advertising fees owed to you.

9. Policies and Pricing

Customers who purchase products through this Program are customers of the Partner Site for all activities they undertake in connection with the Partner Site. Accordingly, as between you and us, all prices, terms of sale, rules, policies and operating procedures regarding customer orders, customer service and product sales set forth on the Partner Site will apply to such customers, and those -these can be modified at any time.

10. Identification as an associate

You will not issue any press release or make any other public communication regarding this Operating Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse or contribute to any charity or other cause), nor express or imply no relationship or affiliation between us and you or any other person or entity, except as expressly permitted by this Operating Agreement. However, you must clearly indicate that the content is promotional content.

11. Limited License

Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising and directing end users to the Products on the Partner Site in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to: (a) copy and display the Content solely on your site; and (b) use only our trademarks and logos that we may make available to you in connection with the Content (such trademarks and logos, collectively referred to as the “Yoonah Marks”), only on your site and in accordance with the Trademark Guidelines. Affiliate Program Marks.

All licenses set forth in this Section 11 will terminate immediately and automatically if at any time you fail to timely comply with any obligation under this Operating Agreement or any Operational Documentation, or otherwise upon termination of this Operating agreement. Additionally, we may terminate the license set forth in this Section 11 in whole or in part by written notice to you. You must promptly remove from your site and delete or destroy all Content and Yoonah Marks with respect to which the license set forth in this Section 11 is terminated or as we may request from time to time.

Associates Program Intellectual Property License (“License”)

By accepting the Operating Agreement or accessing or using the Product Advertising Content (as defined below), including proprietary application programming interfaces and other tools (collectively, the “PA API”) that allow you to access and use certain types of data, images, text and other information and content relating to the Products (the “Product Advertising Content”) that we may make available to you, you agree to be bound by this License.

Subject to the terms of this License and solely for the limited purpose of participating in the Associates Program in strict accordance with the Operating Agreement (including this License and other Operating Documents), we hereby grant you a limited license , revocable, non-transferable, non-assignable, non-exclusive and royalty-free for: (a) copying and displaying Product Advertising Content solely on your Site; (b) use only the Yoonah Marks that we make available to you as part of Product Advertising Content, only on your Site and in accordance with the Associates Program Brand Guidelines, except as otherwise provided in this Operating Agreement, and (c) access and use the PA API, Data Feed and Product Advertising Content only in accordance with the Specifications and this License.”

12. Reservation of rights; Submissions

Except for the limited licenses expressly set forth in Section 11, we reserve all right, title and interest (including all intellectual property rights and proprietary rights) in, and you do not acquire any ownership interest or rights in in the Program, Special Links, link formats, Content, PA API, Data Feeds, Product Advertising Content, any domain name owned or operated by us, information and materials on any Partner Site or the Associate Site, our trademarks and logos (including the Yoonah Marks), and any other intellectual property and technology that we provide or use in connection with the Program (including any application interface programs, development kits software, libraries, source code, and associated materials).

If you provide us or any of our affiliates with any suggestions, reviews, modifications, data, images, text, or other information or content regarding any product or in connection with this Operating Agreement, any Content, or your participation to the Program, or if you modify in any way any Content (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title and interest in Your Submission and grant to us (even if you have designated Your Submission as confidential) a perpetual, paid-up, royalty-free, non-exclusive, worldwide, irrevocable, freely assignable right and license to: (a) use, reproduce, perform, display, and distribute Your Submission in any manner ; (b) adapt, modify, reformat, and create derivative works from Your Submission for any purpose; (c) use and publish your name as a credit in conjunction with Your Submission (however, we are under no obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission legally; and (z) the exercise of rights by us or our sublicensees under the license above will not infringe any right of any person or entity, including any copyright. You agree to provide us with any assistance necessary to document, perfect, or maintain our rights in Your Submission."

13. Compliance with Laws

In connection with your participation in the Program, you will comply with all applicable laws of France, including, but not limited to, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions and other requirements of any governmental authority having jurisdiction over you.”

14. Duration and termination

The term of this Operating Agreement will begin upon our acceptance of your application for enrollment in the Program and will end upon termination by you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon termination of this Operating Agreement, all licenses you have relating to the Content will automatically terminate and you will immediately cease use of the Content and the Yoonah Marks. We may hold accrued unpaid advertising fees for a reasonable period following termination to ensure that the correct amount is paid (for example, to account for cancellations or returns). Upon termination of this Operating Agreement, all rights and obligations of the parties shall be terminated, except for the rights and obligations of the parties under Sections 5, 9, 10, 12, 13, 14, 16, 17, 18, 19 and 20, as well as any accrued but unpaid payment obligations of us under this Operating Agreement, which will survive termination of this Operating Agreement. No termination of this Operating Agreement shall relieve either party of any liability for any breach or liability accrued under this Operating Agreement prior to termination.”

15. Modification

We may change any of the terms and conditions contained in this Operating Agreement (and all operational documentation) at any time and in our sole discretion by posting notice of the change, a revised agreement, or revised operational documentation on the Partner Site or by sending notice of the change by email to the email address associated with your Associate account at that time (any changes by email will be effective on the date specified in that email and in no event less than two working days after the date the email was sent). Modifications may include, for example, changes to the Affiliate Program fee schedule, Affiliate Program participation requirements, payment procedures and other Program requirements.

IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR SOLE REMEDY IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR PARTICIPATION IN THE PROGRAM CONTINUES FOLLOWING THE EFFECTIVE DATE OF ANY CHANGE (FOR EXAMPLE, THE DATE OF OUR POSTING OF A NOTICE OF CHANGE, A REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER SITE OR THE DATE SPECIFIED IN ANY EMAIL NOTIFYING YOU OF SUCH CHANGE) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

16. Relationship of the parties

You and we are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on behalf of us or our affiliates. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage or facilitate any other person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken that action yourself.

17. Limitation of liability

WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE OR DATA) ARISING UNDER THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, PARTNER SITE, YOONAH SITE OR SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, OUR AGGREGATE LIABILITY ARISING OUT OF THIS OPERATING AGREEMENT, THE PROGRAM, THE PARTNER SITE, THE YOONAH SITE AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL AMOUNT OF ADVERTISING FEES PAID OR PAYABLE UNDER THIS OPERATING AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.

18. Legal notices

THE PROGRAM, THE YOONAH SITE, THE PARTNER SITE, ALL PRODUCTS AND SERVICES OFFERED ON THE PARTNER SITE, SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, THE YOONAH.FR DOMAIN NAME AND OUR TRADEMARKS AFFILIATES AND LOGOS (INCLUDING YOONAH TRADEMARKS), AND ANY TECHNOLOGY, SOFTWARE, FEATURES, MATERIALS, DATA, IMAGES, TEXT AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY US OR OUR AFFILIATES OR LICENSEES IN THE