Affiliate Agreement

The Schneider Saddlery Affiliate Program Affiliate Agreement

The following is an Agreement between you (the "Affiliate") and Schneider Saddlery ("Schneider Saddlery") which governs the terms and conditions of your participation in the Schneider Saddlery Affiliate Program located at the website operated and maintained by Schneider Saddlery or its providers.

1. Acceptance of the Terms and Conditions of This Agreement

Your participation in the Schneider Saddlery Affiliate Program is conditioned on your prior acceptance of the terms and conditions of this Agreement. By clicking on the I AGREE button provided below this Agreement you are agreeing to become a party to this Agreement as an Affiliate and to be bound by the terms and conditions of this Agreement. You agree to use the Schneider Saddlery website and to participate in the Schneider Saddlery Affiliate Program solely in accordance and compliance with the terms of this Agreement.

The Affiliate shall complete the Schneider Saddlery Affiliate Program application accompanying this Agreement. The Affiliate warrants and represents that all information contained in its application is true, accurate and complete. Schneider Saddlery reserves the right to accept or reject the Affiliate for participation in the Schneider Saddlery Affiliate Program in its sole discretion.

2. Modifications of This Agreement

Schneider Saddlery reserves the right, in its sole discretion, to modify and amend this Agreement in any manner at any time by posting a change notice or new agreement on the Schneider Saddlery website (sstack.com) or by emailing the Affiliate with a change notice or new agreement at the email address provided by the Affiliate as part of the application process (the "Affiliate's email address"). Your continued participation in the Schneider Saddlery Affiliate Program constitutes your prior acceptance of the terms of such change notice or new agreement.

3. Additional Terms

Certain features, functions, and sections of the Schneider Saddlery website and the purchase of products and services may be subject to additional posted terms and conditions governing the use of such features, functions and sections and the purchase of such products and services. Such additional posted terms and conditions are expressly incorporated into and made a part of this Agreement. In addition, Schneider Saddlery may establish guidelines, policies, and codes of conduct governing participation in the Schneider Saddlery Affiliate Program and use of the Schneider Saddlery website and all such posted guidelines, policies, and codes of conduct are expressly incorporated into and made a part of this Agreement.

This Agreement incorporates the terms and conditions of the Schneider Saddlery Terms of Use Agreement which is available at sstack.com. You understand and acknowledge that your participation in the Schneider Saddlery Affiliate Program and your use of the Schneider Saddlery website is subject to the terms and conditions of the Schneider Saddlery Terms of Use Agreement.

4. Links

As soon as is practical after Schneider Saddlery receives and processes the Affiliate's application, Schneider Saddlery shall send an email to the Affiliate indicating the applicant's participation status (accepted/denied) in the Schneider Saddlery Affiliate Program. At that time, Schneider Saddlery shall provide the Affiliate with an affiliate ID, user credentials, and instructions on how to access and use tracking links (the "Links") between the Affiliate's platform and the Schneider Saddlery website. All instructions, text, graphics, and other material provided to the Affiliate by Schneider Saddlery in connection with the Affiliate Program are hereinafter referred to as "Schneider Saddlery Content."

The establishment, placement, and maintenance of the Links and Schneider Saddlery Content on the Affiliate's platform are the sole responsibility of the Affiliate; provided, however, that Schneider Saddlery reserves the right to direct the Affiliate to remove or revise a Link or any Schneider Saddlery Content, and the Affiliate will so remove or revise such Link or Schneider Saddlery Content upon notice from Schneider Saddlery.

The Affiliate shall only use such Links and Schneider Saddlery Content as are provided to the Affiliate by Schneider Saddlery in connection with participation in the Schneider Saddlery Affiliate Program. Schneider Saddlery reserves the right to revise or substitute the Links and any Schneider Saddlery Content, and the Affiliate agrees to use such revised or substituted Links and Schneider Saddlery Content upon receipt from Schneider Saddlery.

Links must be created and maintained through the Shopify Collabs platform in accordance with the instructions provided by Schneider Saddlery. Links generated outside of this system will not qualify for commission credit.

5. Intellectual Property Rights

All right, title, and interest in the Links and Schneider Saddlery Content are and remain in and with Schneider Saddlery. No license or permission is given to the Affiliate to use the Links and Schneider Saddlery Content except to the extent specifically provided herein.

All trademarks, registered trademarks, trade names, product names, corporate names, graphics, and logos used on the Schneider Saddlery website are owned by Schneider Saddlery, its affiliated companies, its suppliers, or its licensors. All rights in and to such trademarks, registered trademarks, trade names, product names, corporate names, graphics, and logos are reserved to their respective owners. No license or permission is given to the Affiliate to use such marks in any manner except to the extent specifically provided to the contrary herein.

The copyright in the Schneider Saddlery website, the content of the Schneider Saddlery website, and software utilized in the Schneider Saddlery website are owned by Schneider Saddlery and its suppliers and licensors. All rights in and to such copyrights are reserved to their respective owners. No license or permission is given to the Affiliate to use such copyrighted material in any manner.

The Affiliate shall not remove, modify, or alter in any manner any notice regarding copyright, trademark, proprietary rights, warranty information, disclaimers, or warnings which are included in or on the Schneider Saddlery Content, the Schneider Saddlery website, or any service or product offered for use or sale through the Schneider Saddlery website.

THE USE OF THE LINKS, THE SCHNEIDER SADDLERY CONTENT, THE SCHNEIDER SADDLERY WEBSITE, THE CONTENT OF THE SCHNEIDER SADDLERY WEBSITE, THE SOFTWARE UTILIZED BY THE SCHNEIDER SADDLERY WEBSITE, AND ANY SERVICE OR PRODUCT OFFERED FOR SALE THROUGH THE SCHNEIDER SADDLERY WEBSITE, EXCEPT AS EXPRESSLY PERMITTED, IS STRICTLY PROHIBITED AND SHALL CONSTITUTE AN INFRINGEMENT ON THE INTELLECTUAL PROPERTY RIGHTS AND OTHER RIGHTS OF SCHNEIDER SADDLERY, ITS AFFILIATED COMPANIES, ITS LICENSORS OR SUPPLIERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

6. Limited License

During the term of this Agreement, Schneider Saddlery hereby grants, subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable, limited license to reproduce and display the Links and Schneider Saddlery Content on the Affiliate's platform solely in connection with the Affiliate's participation in the Schneider Saddlery Affiliate Program. All such use of the Links shall be subject to the approval of Schneider Saddlery, and the Affiliate shall revise or cease such use upon notice from Schneider Saddlery. Any and all goodwill associated with the use of the Links and Schneider Saddlery Content shall inure exclusively to the benefit of Schneider Saddlery.

7. Responsibility for Affiliate Platform and Proper Usage

The Affiliate is solely responsible for the ownership, development, operation, and maintenance of the Affiliate's platform (website, social media account, or other digital channel) and all software and hardware used in connection therewith.

The Affiliate shall not operate the Affiliate's platform nor use the Schneider Saddlery website (a) in any unlawful manner or in any manner that creates civil or criminal liability on the part of Schneider Saddlery or is otherwise harmful to Schneider Saddlery; (b) in any manner that could damage, disable, overburden, impair, impede, disrupt, or alter the Schneider Saddlery website; or (c) in any manner that would interfere with or disrupt the use of the Schneider Saddlery website by any third party.

The Affiliate shall not post or transmit through the Affiliate's platform or the Schneider Saddlery website any material that is unlawful; libelous; harmful; threatening; abusive; harassing; defamatory; vulgar; obscene; sexually explicit; profane; hateful; racially, ethnically, or otherwise objectionable; constitutes a breach of contractual or fiduciary obligations; infringes on any third party's intellectual property rights; or contains viruses, malware, or other harmful code.

The Affiliate shall comply with all laws, statutes, ordinances, rules, regulations, and orders applicable to the Affiliate and the operation of the Affiliate's business, including without limitation all FTC disclosure requirements applicable to influencer and affiliate marketing relationships.

The Affiliate shall not develop, maintain, or operate the Affiliate's platform in any manner as to copy or resemble the appearance of the Schneider Saddlery website or create the impression that the Affiliate's platform is part of or operated by Schneider Saddlery. Domain names, handles, and other identifiers of the Affiliate's platform shall not contain, in whole or in part, any trademarks, trade names, or logos owned by Schneider Saddlery or its affiliated companies without the express written permission of Schneider Saddlery.

The Affiliate shall not "spider," "crawl," or use any other automated program, device, script, or tool to monitor or scrape the Schneider Saddlery website in order to retrieve content or information. Schneider Saddlery shall have the right to monitor the Affiliate's publicly accessible platforms to ensure the quality of the Links and the Affiliate's compliance with the terms of this Agreement.

Schneider Saddlery disclaims and shall have no liability whatsoever arising from the ownership, development, operation, maintenance, and use of the Affiliate's platform. The Affiliate agrees to indemnify and hold Schneider Saddlery harmless from and against any and all liabilities, damages, losses, costs, and expenses, including without limitation attorney's fees, to any third party arising directly or indirectly from the ownership, development, operation, maintenance, and use of the Affiliate's platform.

8. Order Processing

Schneider Saddlery shall have the sole right and responsibility for processing and fulfilling product orders placed by customers through the use of the Links. Schneider Saddlery's responsibilities shall include order entry, payment processing, packing, shipping, cancellations, returns, and customer service. All product orders and sales are at the price and subject to such terms and conditions as Schneider Saddlery shall determine in its sole discretion. Schneider Saddlery reserves the right to refuse an order for any reason and shall have no liability to the Affiliate for any order so refused.

The parties acknowledge and agree that all users who visit the Schneider Saddlery website, including all customers who place product orders through the use of the Links, are customers of Schneider Saddlery and are subject to the guidelines, policies, procedures, and other terms and conditions imposed by Schneider Saddlery.

9. Consideration and Payment

9.1 Commission Rate.

In consideration of the Affiliate establishing, placing, and maintaining the Links on the Affiliate's platform, and of all other obligations of the Affiliate hereunder, Schneider Saddlery shall pay to the Affiliate a commission of seven percent (7%) to ten percent (10%) of the Net Sales Price for all qualifying products purchased by a customer through the use of the Links, as set forth in the Affiliate's individual program terms communicated through the Shopify Collabs platform. The specific commission rate applicable to an Affiliate will be confirmed at the time of acceptance into the program.

9.2 Qualifying Purchases.

In order to qualify for the commission provided herein, the customer must have connected directly to the Schneider Saddlery website through the use of a qualifying Link generated through the Shopify Collabs platform and placed qualifying items in their shopping cart during a valid tracked session. The specific session and attribution window parameters are governed by the Shopify Collabs platform configuration as in effect from time to time.

9.3 Non-Qualifying Purchases.

No commission shall be due to the Affiliate for:

• Purchases made using discount codes or special offers not pre-approved in writing by Schneider Saddlery for affiliate credit;
• Gift cards or store credit purchases;
• Shipping, handling, taxes, duties, or other non-merchandise charges;
• Orders that are subsequently cancelled, returned, or charged back.

9.4 Net Sales Price.

The term "Net Sales Price" as used herein means the gross revenue received by Schneider Saddlery from customers for products purchased through the use of the Links, less sales taxes, duties, other taxes, shipping fees, handling fees, gift-wrapping charges, service charges, returns, and other charges incurred by the customer.

9.5 Payment Processing.

All commission payments are processed through the Shopify Collabs platform in accordance with Shopify's payment terms and privacy practices, available at https://www.shopify.com/legal/privacy. By participating in the Schneider Saddlery Affiliate Program, the Affiliate acknowledges and agrees to Shopify's data and payment handling practices as may be updated from time to time. Schneider Saddlery is not responsible for payment delays or errors caused by the Shopify Collabs platform or third-party payment processors.

9.6 Minimum Threshold.

Schneider Saddlery reserves the right, consistent with the Shopify Collabs platform configuration, to establish minimum payout thresholds. In the event fees due are below any applicable minimum threshold at the end of a payment period, the balance will be carried forward to the next period.

9.7 Deductions and Offsets.

Schneider Saddlery may deduct and offset from any commission due to the Affiliate any overpayment previously made by Schneider Saddlery to the Affiliate and any other amounts due from the Affiliate to Schneider Saddlery under this Agreement or otherwise.

9.8 Reporting.

Schneider Saddlery will make available to the Affiliate information regarding sales and commissions generated through the use of the Links via the Shopify Collabs platform dashboard.

10. Affiliate's Warranties and Representations

The Affiliate hereby warrants and represents as follows:

(a) This Agreement has been duly and validly executed and delivered by or on behalf of the Affiliate and constitutes a legal, valid, and binding obligation of the Affiliate;

(b) If the Affiliate is a natural person, the Affiliate is at least eighteen (18) years of age;

(c) The Affiliate has the full power and authority to enter into this Agreement;

(d) The Affiliate's execution of and performance under this Agreement do not constitute a violation of law or a breach of any contractual or fiduciary obligations or an infringement on any third party's intellectual property rights;

(e) In connection with the access, receipt, storage, use, and disclosure of all personal information protected by applicable data protection law, the Affiliate has complied with and shall comply with all applicable federal, state, and local statutes, laws, regulations, and ordinances relating to data protection and data privacy; and

(f) The Affiliate maintains and shall maintain appropriate administrative, physical, and technical security measures to protect all protected personal information provided to it consistent with and in compliance with all applicable laws, including without limitation the California Consumer Privacy Act, the California Privacy Rights Act, the Connecticut Act Concerning Personal Data Privacy and Online Monitoring, the Utah Consumer Privacy Act, the Colorado Privacy Act, the Virginia Consumer Data Protection Act, and any other applicable state or federal data privacy laws.

Special Terms:

(a) FTC Disclosure Compliance. The Affiliate agrees to clearly and conspicuously disclose the affiliate relationship with Schneider Saddlery in all content that promotes Schneider Saddlery products or includes affiliate Links, in compliance with FTC guidelines and any other applicable regulations governing endorsements and testimonials.

(b) Non-Disparagement. The Affiliate agrees not to make any false, misleading, or disparaging statements about Schneider Saddlery, its products, or its brand in any public forum.

(c) Proof of Compliance. Upon request by Schneider Saddlery, the Affiliate shall promptly provide documentation demonstrating compliance with the terms of this Agreement, including but not limited to applicable disclosure and data privacy obligations.

(d) Additional Termination Rights. Schneider Saddlery shall have the right to terminate the Affiliate's participation in the Schneider Saddlery Affiliate Program immediately upon written notice to the Affiliate in the event that Schneider Saddlery determines, in its sole and absolute discretion, that the Affiliate has breached or is breaching any provision of this Agreement, or has engaged in any activity that could reasonably harm Schneider Saddlery's reputation, brand integrity, or legal standing.

11. Disclaimer of Warranty; Limitation of Liability; Indemnification

THE SCHNEIDER SADDLERY AFFILIATE PROGRAM, THE SCHNEIDER SADDLERY WEBSITE, THE CONTENT OF THE SCHNEIDER SADDLERY WEBSITE, AND ANY SERVICE OR PRODUCT OFFERED FOR SALE THROUGH THE SCHNEIDER SADDLERY WEBSITE ARE PROVIDED ON AN "AS IS" BASIS AND SCHNEIDER SADDLERY MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

SCHNEIDER SADDLERY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON SCHNEIDER SADDLERY'S PART RELATING TO THE SCHNEIDER SADDLERY AFFILIATE PROGRAM, THE SCHNEIDER SADDLERY WEBSITE, OR ANY SERVICE OR PRODUCT OFFERED FOR SALE THROUGH THE SCHNEIDER SADDLERY WEBSITE.

SCHNEIDER SADDLERY SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSE OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR LOSS OF DATA.

THE AGGREGATE LIABILITY OF SCHNEIDER SADDLERY ARISING UNDER THE TERMS OF THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE TOTAL OF COMMISSIONS PAID BY SCHNEIDER SADDLERY TO THE AFFILIATE DURING THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM AROSE.

SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

THE AFFILIATE AGREES TO INDEMNIFY AND HOLD SCHNEIDER SADDLERY HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES, INCLUDING WITHOUT LIMITATION ATTORNEY'S FEES, ARISING FROM (A) THE AFFILIATE'S USE OF THE SCHNEIDER SADDLERY WEBSITE OR AFFILIATE PROGRAM; (B) THE AFFILIATE'S BREACH OF OR DEFAULT UNDER THIS AGREEMENT; OR (C) THE AFFILIATE'S OWNERSHIP, DEVELOPMENT, OPERATION, MAINTENANCE, OR USE OF THE AFFILIATE'S PLATFORM.

12. Term and Termination

The term of this Agreement shall commence upon acceptance by Schneider Saddlery of the Affiliate's application and shall continue until terminated by either party in accordance with the terms of this Agreement.

Either party may terminate this Agreement at any time, with or without cause, upon written notice to the other party.

Schneider Saddlery may review the affiliate program roster periodically and may terminate any affiliate account that has been inactive or has earned no commissions during any consecutive twelve (12) month period, upon written notice to the Affiliate.

Upon termination of this Agreement, the Affiliate shall immediately remove all Links and Schneider Saddlery Content from the Affiliate's platform.

Upon termination, the Affiliate shall be entitled to all commissions accruing as of the date of termination, provided that related product orders are not cancelled and products are not returned. Schneider Saddlery may withhold final payment upon termination for a reasonable period, not to exceed six (6) months, to ensure that the correct amount is paid.

13. Electronic Communications

The Affiliate consents to receive electronic communications from Schneider Saddlery, including via email to the Affiliate's email address or via communications posted on the Schneider Saddlery website or through the Shopify Collabs platform. The Affiliate acknowledges and agrees that any such electronic communication shall satisfy any legal requirement that such communication be in writing.

14. Notices

All notices to the Affiliate will be sent by email to the Affiliate's email address or by first class mail, postage prepaid, to the mailing address listed by the Affiliate as part of the application process.

All notices to Schneider Saddlery shall be sent by email to:

affiliates@sstack.com

Or by first class mail, postage prepaid, to:

Schneider SaddleryAttn: Affiliate Program Manager[Schneider Saddlery Mailing Address]

15. Applicable Law, Jurisdiction and Venue

The Schneider Saddlery website is created, controlled, owned, and operated by Schneider Saddlery in the State of Ohio. The laws of the State of Ohio shall govern and control this Agreement, the performance of each party under this Agreement, participation in the Schneider Saddlery Affiliate Program, the use of the Schneider Saddlery website, and the purchase of services and products through the use of the Schneider Saddlery website. The Affiliate and Schneider Saddlery each hereby consent to the exclusive personal jurisdiction and subject matter jurisdiction of the courts in the State of Ohio, whether federal or state, for any purpose or matter pertaining directly or indirectly to this Agreement or participation in the Schneider Saddlery Affiliate Program.

16. Relationship of the Parties

The parties acknowledge and agree that there is no joint venture, partnership, employment, agency, or fiduciary relationship existing between the parties, and the parties do not intend to create any such relationship by this Agreement or the Affiliate's participation in the Schneider Saddlery Affiliate Program. Neither party shall have any right, by virtue of this Agreement, to make any contract, agreement, undertaking, warranty, or representation on behalf of the other party.

17. Publicity

The Affiliate may not issue any press release regarding the relationship of the Affiliate and Schneider Saddlery or the terms of this Agreement, nor, except for the use of the Links and Schneider Saddlery Content specifically authorized under this Agreement, otherwise publicize or disclose to any third party the terms of this Agreement without the express written consent of Schneider Saddlery.

18. Customer Information

The Affiliate acknowledges that as a result of the Affiliate's participation in the Schneider Saddlery Affiliate Program, Schneider Saddlery may receive information about users of the Affiliate's platform, and the Affiliate agrees that Schneider Saddlery and its affiliates are authorized to access, receive, store, use, and disclose such information in accordance with Schneider Saddlery's Privacy Policy. The Affiliate further acknowledges and agrees that customer data collected through the Shopify Collabs platform is subject to Shopify's Privacy Policy, available at https://www.shopify.com/legal/privacy.

19. Binding Effect and Assignment

This Agreement shall be binding on and inure to the benefit of the parties hereto and their heirs, executors, administrators, personal representatives, successors, and assigns. This Agreement may not be assigned by the Affiliate without the express written consent of Schneider Saddlery, which consent Schneider Saddlery may withhold in its sole and absolute discretion. This Agreement is freely assignable, in whole or in part, by Schneider Saddlery.

20. Miscellaneous

All terms, covenants, and conditions contained herein are severable. In the event any of them shall be held to be invalid by a court of competent jurisdiction, this Agreement shall be interpreted as if such invalid term, covenant, or condition were not contained herein.

Headings used in this Agreement are for convenience only and shall not affect the interpretation or construction of this Agreement.

Any failure by Schneider Saddlery to enforce any provision of this Agreement shall not constitute a waiver of such provision or prejudice the right of Schneider Saddlery to enforce the provision at any subsequent time.

The remedies reserved in this Agreement shall be cumulative and in addition to any other remedies provided in law or equity.

In the event of termination of this Agreement, regardless of the manner or cause for termination, all provisions of this Agreement which by their nature survive such termination shall survive. The termination of this Agreement shall not relieve or operate as a waiver of any prior breach of or default under the terms hereof.

Last Updated: [Date]  •  Schneider Saddlery — sstack.com