AFFILIATES PROGRAM AGREEMENT

This agreement contains the terms and conditions that apply to your participation in NYCT Clothing's Affiliate Program. By submitting your affiliate application you agree to be bound by the terms & conditions of this agreement. 

As used throughout this agreement, "we" and "us" shall mean NYCT Clothing, "you" and "your" refer to the affiliate and "network" refers to the affiliate program.

1. Registration: To participate, you must submit a complete affiliate application through the network. We will notify you if we accept or reject your application. We may reject or cancel your application at our sole discretion without any compensation to you. You must provide NYCT Clothing with your complete & accurate information. If any information changes, you must immediately update your information. 

2. Participation: You must clearly identify yourself as an affiliate or as a participant of NYCT Clothing's Affiliate Program & include a clear disclosure on all pages and social media post where an affiliate link occurs. 

You are not and shall not, at any time be deemed to be a vendor, supplier or provider of goods to NYCT Clothing. 

3. Qualifying Links: As a member of NYCT Clothing's Affiliate Program, we will make available to you qualifying links, html codes, banner creatives and tracking codes for coupons. For us to accurately track all visits from your page/post to ours, you must use the html codes for each banner, text link or affiiliate link & codes we provide you with. 

4. Payment: 

NYCT Clothing uses a third party to handle all of the tracking of qualifying purchases and payments. The third party is Refersion.com affiliate network. Kindly review the network’s payment terms and conditions. 

Payouts are made at the end of each month directly to your Paypal account. You must provide us the Paypal email address you would like the funds sent to. If you do not provide this information, or the information you provided is incorrect, we will hold earned commission fees until this information is corrected or provided. 

If any excess payment was made to you for any reason, whatsoever, we reserve the right to adjust of offset the same against any future payouts to you under this agreement. 

We may request tax information from you and if asked, you must provide your complete accurate tax information. If you do not provide this information, we reserve the right to hold your commission fees. 

Returns - If a customer returns an order that generated commision fees, we will deduct the corresponding fee from your monthly payment. 

5. Prohibited Activities: We may cancel your participation if we determine that you are involve in any prohibited activity such as, but are not limited to:

contains or promotes sexually explicit materials, violence or hate, illegal activities

promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

violate any federal, state or local law including privacy or spam laws

includes "NYCT Clothing" or variations or misspellings of any words (i.e. nycclothing, nyccclothing) 

infringe or assist others to infringe on any copyright, trademark or other intellectual property rights 

contain software that attempts that enable diversions of affiliate commisions from another website

you may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are nyctclothing.com or any other affiliated business

6. Responsibility Of Your Page/Post/Site: You are solely responsible for the maintenance & operation of your site. You must follow all applicable intellectual property and other laws that pertain to your site/page. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights. 

7. Modification: We may modify any terms and conditions in this agreement at any time in our sole discretion by posting a change notice or a new agreement on the network or by sending a change notice to you by email. Modifications may include, for instance, changes in commision fees, payout schedule or agreement rules. Your continued participation in our affiliate program following the effective date will constitute your acceptance of modification. 

8. Term and Termination: 

We have the right to monitor your site/page at anytime to determine if you are following the terms and conditions of this agreement. We may notify you of any changes that we feel are necessary to make sure that your links to our website are appropriate and we reserve the right to terminate your participation in the affiliate program if you do not make the changes to your site. 

We reserve the right to terminate your participation in the affiliate program should you commit fraud or should you abuse this program in any way. If such fraud or abuse is detected, NYCT Clothing shall not be liable to you for any commissions for such fraudulent sales. 

Either you or we may terminate this agreement at any time, with or without cause by giving the other party a termination notice. 

9. Restrictions

You are free to promote your own web sites, but naturally any promotion that mentions NYCT Clothing could be perceived by the public or the press as a joint effort. Certain forms of advertising are always prohibited by nyctclothing.com. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote NYCT Clothing so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote NYCT Clothing so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from nyctclothing.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the nyctclothing.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as nyctclothing.com, nyct clothing, www.nyctclothing, www.nyctclothing.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from NYCT Clothing Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.

Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads.

Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited NYCT Clothing site (i.e., no page from our site or any nyctclothing.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of NYCT Clothing site in IFrames, hidden links and automatic pop ups that open nyctclothing.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application. 

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of NYCT Clothing Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of nyctclothing.com and the good will associated therewith will inure to the sole benefit of nyctclothing.com.

9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other. 

10. Disclaimer

NYCT CLOTHING MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING NYCTCLOTHING.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF NYCTCLOTHING.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. 

11. Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement. 

12. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL NYCT CLOTHING CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT. 

13. Indemnification

You hereby agree to indemnify and hold harmless nyctclothing.com, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us. 

14. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party. 

15. Miscellaneous

15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and NYCT Clothing. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.