REEBOK EU MASTER TERMS & CONDITIONS

"By signing up to the Reebok EU Campaign (“Campaign”), you agree to be bound by the following terms and conditions (“Terms”). These Terms are a legal agreement between Reebok EU’s marketing agency - Farfetch Platform Solutions - Farfetch UK Limited a company registered in England and Wales under company number 06400760 and having its registered office at  The Bower, 211 Old Street, London, EC1V 9NR (“XXX”, “we”, “us”) and You (“Partner”, “you”, “your”. “Publisher”).

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We reserve the right to update and change the Terms from time to time without notice. Any amendments, modifications, enhancements or changes to the Campaign including the resources made available by us from time to time shall be subject to these Terms. Continued participation in the Campaign after any such changes shall constitute your consent to such changes.

Any violation of these Terms may result in, among other things, termination or suspension of your relation and forfeiture of any outstanding commission payments earned during the violation.

Reebok EU Promotions

• Affiliates must only promote offers/events/promotions/codes communicated to them through the affiliate channel.
• Certain items and product ranges are permanently excluded from the promotions, please refer to the promotional T&Cs for further details.
• Commission will not be paid if the above Terms, or any other Terms, are broken.

Commission

• Reebok EU operates a thirty (30) day cookie window.
• VAT is not included in the Commission.
• Delivery cost is not included in the Commission.
• Duties are not included in the Commission.
• Commission will not be paid on orders that are cancelled or returned.
• Commission will not be paid on orders where customers have collected Payback points at checkout.
• Where a voucher code provided for a closed user group, influencer, or loyalty partner has been applied, Commission will not be awarded, unless there has been a prior agreement between Reebok EU and Partner that they will receive Commission for these sales.

De-Duplication

Reebok EU will be de-duping against the following channels across all affiliates:

• Email: We will still pay the affiliate if the user enters Reebok EU after visiting an affiliate site, on the following email types: Saved items, Abandoned Basket, Welcome and Wish list
• Another Affiliate or Partner
• Generic PPC Ad
• Display
• Refer a friend code used at checkout
• Influencer codes
• Closed user group or loyalty codes

PPC

• Publishers are not allowed to send traffic directly to the Reebok EU website.
• Publishers are not allowed to display their ads when the brand name is entered as a search keyword.
• Publishers are not allowed to display their ads when misspellings of the brand name are entered as search keywords.
• Publishers are not allowed to display their ads when the brand name plus generic words are entered as search keywords.
• Publishers are not allowed to use the brand name in the display URL.
• Publishers are not allowed to use the brand name within the title and description.
• Publisher should add the brand name into the negative keywords (thus preventing publishers from appearing in brands + generic).
• The following specific keywords should not appear in the publisher ads:
• o Reebok EU.com
• o www.Reebok EU.com
• o Reebok EU
• o reebok
• o rebbok
• o rebook
• o reebock
• o rebok
• o Club C 85
• o Club C
• o Reebok Classics
• Publishers who are found violating the Terms under this PPC heading may be immediately terminated from the Campaign, and Commissions on orders violating the Terms will be rejected.

Subnetwork Terms

• Subnetwork affiliates will be required to expose their publisher identifiers to Reebok EU in the Partnerize platform.
• Subnetwork affiliates must not onboard the following type of affiliates:

o Incentive sites, vouchercodes sites and cashback sites (unless explicitly agreed with Reebok EU)

o Other subnetwork affiliates

o Display, Retargeting or Media Buy

o Direct Traffic/SEM Brand Keyword Bidding

o Email Traffic

o Any party that Reebok EU explicitly requests to be removed

Intellectual Property

• Partners will have access to Reebok EU assets, which may include images, logos, trademarks, product feed, copy, videos translations and other materials or assets provided by Reebok EU from time to time (“the Reebok EU Materials”) via the Partnerize network, or by any other means Reebok EU acting in its sole discretion deems appropriate from time to time. The Reebok EU Materials must be used “as is” by Partner and cannot be modified unless with express and specific written consent from Reebok EU.
• Reebok EU hereby grants Partner a non-exclusive, non-transferable revocable licence to use and copy the Reebok EU Materials solely to provide the services as agreed between the parties (and the Partnerize Partner Sign Up Terms), for so long as Partner remains an approved Reebok EU Partner within the Partnerize network.
• Any and all goodwill arising from Partner's use of the Reebok EU Materials will inure to the benefit of Reebok EU. Partner agrees that nothing in this agreement shall give the Partner any right, title or interest in the Reebok EU Materials other than the right to use the same in accordance with this agreement. The Partner acknowledges that all intellectual property rights in the Reebok EU Materials belong and shall belong to Reebok EU, and the Partner shall have no rights in or to the Reebok EU Materials other than the right to use it in accordance with these Terms.
• For the avoidance of doubt, Reebok EU reserves the right to request the immediate removal of any and all Reebok EU Materials.
• From time to time, Reebok EU shall require Partner to replace the Reebok EU Materials with updated Reebok EU Materials that shall be provided to Partner from Reebok EU. Upon receipt of updated Reebok EU Materials, Partner warrants to update the Reebok EU Materials within seven (7) days of receipt. Partner warrants to only use Reebok EU Materials that are directly provided by Reebok EU.
• Partner shall indemnify Reebok EU from and against all third-party claims arising out of or in connection with Partner failing to comply with any restricted usage on Reebok EU Materials.
• Reebok EU and any of its officers, directors, employees, shareholders or agents, exclude all liability and responsibility for any amount or kind of loss or damage that may result to Partner or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with the Campaign. However, nothing shall exclude or limit Reebok EU’s liability for: (i) death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977; (ii) fraud; (iii) misrepresentation as to a fundamental matter; or (iv) any other liability which cannot be excluded or limited under applicable law.
• Reebok EU’s maximum aggregate liability under or in connection with these Terms, or any collateral contract, whether in contract, tort (including negligence) or otherwise (a “Claim”), shall be limited to a sum equal to the aggregate amount which we are obliged to pay you in the twelve (12) month period immediately prior to the period giving rise to such Claim.

Affiliate Type Restrictions

• Partners are not allowed to include Reebok EU on any toolbars or browser extensions without express permission from the team.
• Partners are not permitted to opt Reebok EU into a universal basket or hosted checkout model onsite. All traffic must be directed to the Reebok EU website.

Transaction Queries

• Transaction queries will only be accepted if the query was uploaded within ninety (90) days of the sale taking place. Any transaction queries falling outside of the ninety (90) day period will be rejected.
• All cashback publishers should ensure that this is added to the Reebok EU merchant page terms & conditions.

Terminating Partnerships

• Reebok EU, acting in its sole discretion, has the right to remove any Partner with immediate effect.
• This agreement and the applicable Partnerize Partner Sign Up Terms, supersede and replace all agreements between a Partner and Reebok EU.

Media Booking Agreements

• All fees payable to Partner under any separate marketing agreement between Partner and Reebok EU shall be payable forty-five (45) days after receipt of a valid invoice.
• Where there is a conflict between these Terms and any other agreement between Reebok EU and the Partner, including any subsequent Insertion Order, these Terms shall prevail unless agreed by a written agreement that is signed by both Parties. For the avoidance of doubt, Reebok EU's acceptance of an Insertion Order on the Partner’s standard form shall in no way incorporate or bind Reebok EU to the Partner’s terms and conditions.
• Reebok EU has the right to change the list of excluded brands and eligible countries for on-site promotions and exclusive code promotions at any time.
• Tenancy and/or media booking obligations must be fulfilled before the end of a partnership between Reebok EU and a Partner. If a partnership ends prior to all media investment that Reebok EU has paid for being utilised, then Reebok EU will be entitled to a refund from the Partner which totals the amount of any unused media investment.

Brand Restrictions

• Any restrictions under this section must be visible to customers within the Reebok EU terms on any cashback websites.
• Vouchercode and cashback sites must only reference Reebok EU in their messaging and not any other brand partners and Reebok EU sub-brands without explicit request from Reebok EU.