TERMS AND CONDITIONS 

SVP CJ Affiliate Program 

These SVP Affiliate Program Terms and Conditions (the “Agreement”) contain terms and conditions that apply to your participation as an Affiliate (as defined herein) in SVP’s Affiliate Program (the “Program” or “Affiliate Program”). Any person or entity (“you,” “your,” or “Affiliate”) that participates or attempts to participate in the Program must accept and abide by this Agreement at all times. As used herein, the terms “SVP,” “we” or “us” refers to SVP Sewing Brands LLC, d/b/a SVP Worldwide. Your participation in the Affiliate Program and agreeing to the terms of this Agreement through the CJ Affiliate portal constitutes your full and complete understanding and consent to be bound by the terms and conditions contained in this Agreement. For the avoidance of doubt, the Program is governed by the terms of this Agreement and any additional terms or conditions contained in the CJ Affiliate portal. In the event of any discrepancy or conflict between the terms of this Agreement and those contained in the CJ Affiliate portal, the terms of this Agreement shall control.  

For the avoidance of doubt, your assent to the terms and conditions of this Agreement does not automatically entitle you to participate in the Affiliate Program. In addition to agreeing to and complying with this Agreement, SVP must communicate to you in writing that you are approved to participate in the Program after reviewing your Affiliate application. 

  1. Affiliate Program Generally. 

 The Program permits you to utilize an affiliate link on your website, social media pages, or, subject to SVP written approval, other online platforms (“Affiliate Sites”) that your followers may use to purchase SVP products from SVP’s online store (“Affiliate Link”), found at www.singer.com (“Site”). Unless otherwise stated by SVP, the Affiliate Link will be active and available for use for thirty (30) days following the administration of the Affiliate Link to Affiliate. You will receive commission for Qualifying Purchases (as defined below) subject to your compliance with this Agreement and any other terms or conditions in the CJ Affiliate platform. Commission on a Qualifying Purchase will be paid to you net thirty-five (35) days after the Qualifying Purchase. In order to receive payment, and as a condition precedent to enter into the Program, you must complete the onboarding process through the CJ Affiliate platform and get approval from SVP.   

  1. Program Compliance. 

 You must comply with this Agreement, at all times, to participate in the Affiliate Program and receive commission income from Qualifying Purchases. By entering into this Agreement, you agree that you shall promptly provide SVP with any information that SVP may request from time to time to verify your compliance with this Agreement and the Program. If you violate the Program’s terms and conditions or otherwise breach any term under this Agreement, we reserve the right to, to the extent permitted by applicable law, cease payment of any and all commission otherwise payable to you under this Agreement without notice to you and without prejudice to any right of SVP to recover damages in excess of the amount SVP ceased to pay you. 

You may not engage in any promotional, marketing, or other advertising activities in connection with this Program, unless SVP permits you to do so in writing or as otherwise permitted in this Agreement. 

Furthermore, you may not engage in any promotional activities through the use of paid or purchased 

advertisements, or any off-line promotional materials, such as newspapers, printed material, or mailing that include, reference or is otherwise connected to the Affiliate Link or this Program. 

  1. Application to the Program. 

 You may submit an application to the Program to SVP through the CJ Affiliate platform, or as otherwise designated by SVP from time to time. You must include in your application the social media platforms or personally owned websites (“Affiliate Site”) that you plan to include or reference the Affiliate Link on for SVP to review. SVP, in its sole discretion, may evaluate your Affiliate Sites for suitability to the Program. Any Affiliate Site that is not included in your application, and is thereby not reviewed by SVP, may not contain the Affiliate Link, or any direct or indirect reference to the existence of the Affiliate Link (including, without limitation, a link on the Affiliate Site that takes you to another website or social media page that includes or references the Affiliate Link) or any direct or indirect reference to your status as an Affiliate. Subject to your compliance with this Agreement, SVP, in its sole discretion, decides if you are eligible to enter into the Affiliate Program. Your application to the Program and information shared with SVP must be complete, correct, and not contain any omissions or untruthful statements. 

  1. Affiliate Site Requirements. 

 You are expected to comply with this Agreement at all times, including monitoring your Affiliate Site(s) for compliance with this Agreement. Your Affiliate Site(s) may be disqualified by SVP in its sole discretion if the content on the Affiliate Site, or any content referenced by the Affiliate Site, includes, but is not limited to, any of the following: (i) promoting or containing sexually explicit or obscene materials; 

(ii) promoting violence or containing violent materials or promoting, endorsing, or otherwise inciting potentially dangerous or harmful acts; (iii) promoting or containing false, deceptive, libelous or defamatory materials; (iv) promoting or containing materials or activity that is hateful, harassing, harmful, abusive, or discriminatory; (v) promoting or attempting to promote any illegal activities, (vi) directing content towards children, or knowingly collecting, using, or disclosing personal information of children; 

(vii) violating any third parties’ intellectual property rights; (viii) or otherwise including or referencing topics that SVP considers or would consider as being harmful or unfit of an Affiliate of SVP. 

You are solely responsible for your Affiliate Site, including its development, operation, content, services, maintenance and any and all materials that appear on, within, or otherwise referenced in it. This includes, but is not limited to: (i) the technical operation of your Site, (ii) ensuring that the content or materials on your Affiliate Site are in compliance with the terms and conditions of this Agreement, as well as all applicable laws, rules or regulations that now or in the future govern or apply to your Affiliate Site, (iii) disclosing on your Affiliate Site the accurate and lawful disclosures required under data privacy rules and regulations for your Affiliate Site’s collection or use of cookies or third party personal information, and 

(iv) ensuring that your Affiliate Site does not contain any malware, spyware, virus or any other malicious or harmful code. 

SVP is not responsible for any loss profits or damages incurred by you or any third party for violating this Agreement or failure by you to maintain or operate your Affiliate Site. 

  1. SVP Content. 

 SVP may, from time to time, distribute or give to you (in writing) the limited right and license to use SVP trademarks, copyrights, logos, or other digital content (“SVP Content”) for your use solely in connection with, and for the purpose of, advertising availability of products on the Site, with your Affiliate Link. SVP takes very seriously the trust that consumers have in our brands and in our company. We adhere to brand principles that aim to live up to this trust by ensuring we do not act in a distasteful or inappropriate manner, and we expect our Affiliate’s to do the same. Furthermore, your use of SVP Content must comply with the terms of this Agreement and your use of SVP Content must not: (i) be in a manner that implies that SVP sponsors or endorses you, (ii) disparage us, our products or services, or (iii) diminish or otherwise damage SVP’s goodwill in the SVP Content (as measured by SVP in its sole discretion). If SVP distributes to you any SVP Content and permits you to utilize such SVP Content, you must not alter, modify or attempt to create derivative works of the SVP Content. All SVP Content provided to you must be utilized in its full and complete form, and you agree to strictly adhere to any guidelines SVP gives you with respect to the display or publishing of SVP Content. 

You agree that all rights to the SVP Content are our exclusive property, and all goodwill generated through your use of the SVP Content will inure to SVP’s exclusive benefit. SVP retains ownership of all right, title and interest in and to the SVP Content (and no implied licenses to SVP’s Content is created under this Agreement). You will not attempt or take any action that conflicts with our exclusive right in the SVP Content. You agree that if your Program participation or this Agreement is terminated at any time, you will immediately and without recourse remove all SVP Content. 

  1. Affiliate Commission. 

 Your right to receive commission for Qualifying Purchases is subject to your compliance with this Agreement and any and all direction SVP may give you from time to time. A Qualifying Purchase is one that fulfills the following criteria: (i) a follower or viewer of you or customer of SVP clicks through your Affiliate Link to access SVP’s online store; (ii) without leaving the webpage, and during a single session, the customer purchases a product directly from the Site, (iii) the customer’s purchase occurs during the thirty (30) day window that the Affiliate Link is active, and (iv) the customer does not return or cancel their order. A Qualifying Purchase may be disqualified by SVP in its sole discretion if: (i) the product purchased by the customer is returned, cancelled, charged-back, or refunded, (ii) the product purchased is purchased after termination of your Agreement, or (iii) the product is purchased due to an action taken by you that violates the terms and conditions of this Agreement. 

You will receive commission for Qualifying Purchases thirty-five (35) days following the date of the Qualifying Purchase. The amount of commission earned by you on a Qualifying Purchase is dependent on your commission percentage agreed to in the CJ Platform, and on the actual purchase price of the product (excluding any taxes) purchased through the Qualifying Purchase. Affiliate is solely responsible for determining the applicability of any sales, use, excise or similar taxes or duties that may be applicable to Affiliate’s performance under this Agreement, if any, and shall pay any and all such amounts directly to the corresponding governmental entity or agency. 

 From time to time, SVP may offer bonuses or gifts to you when you apply and are approved to participate in the Affiliate Program.  

SVP may, from time to time, administer special promotions that may offer you an opportunity to earn additional or alternative commission income on Qualifying Purchases. SVP hereby reserves the right to discontinue or modify such special promotions at any time in its sole discretion. Unless SVP communicates to you in writing otherwise, the special promotions are subject to your compliance with the terms and conditions of this Agreement and the Program.  

  1. Affiliate Content. 

 As a condition of your participation in the Affiliate Program, you agree that you will responsibly promote, post, or otherwise mention (subject to the restrictions contained in this Agreement) active Affiliate Link(s) at least once a month. At SVP’s request, you will share with SVP the content created in connection with the Program. 

You will, in accordance with all applicable laws and regulations, including, without limitation, FTC guidelines, anywhere that your Affiliate Link is posted or otherwise publicly available, lawfully, clearly, and prominently disclose: (i) that you receive commission income for Qualifying Purchases through the Affiliate Link, and (ii) any other disclosure that is required or necessary under any applicable law or regulation. Except for the required disclosures under the applicable laws and regulations, you will not make any public communication with respect to this Agreement or your participation in the Program without SVP’s written consent. In no event shall you misrepresent our relationship with you, including, without limitation, expressly or implicitly stating that SVP supports, sponsors, or endorses you, nor will you communicate that there exists any affiliation between SVP except as expressly permitted by this Agreement. You agree that SVP is not responsible for any liability that arises for your failure to properly adhere to the applicable laws and regulations that govern commission-based promotions. 

You hereby grant SVP (and its affiliate companies, successors, licensees, and employees) a worldwide, perpetual, sublicensable, irrevocable, nonexclusive, and royalty free right and license to use, modify, publish, reproduce, distribute or otherwise operate under (including paid advertisements) any content that you create, publish or utilize in connection with the Program and the Affiliate Link. 

Furthermore, you hereby grant to SVP (and its affiliate companies, successors, licensees and employees) the irrevocable right, permission and license to publish, reproduce, distribute, or otherwise use your name, likeness, image, voice, appearance, statements, designs and performance as embodied in your content that you create, publish or utilize in connection with the Program and the Affiliate Link. 

  1. Warranties. 

You represent, warrant, and covenant that: (i) you will participate in the Program and create, maintain, and operate the Affiliate Site(s) in accordance with this Agreement, (ii) neither your participation in the Affiliate Program or your Affiliate Sites will violate any applicable laws, ordinances, rules, regulations or any third party contracts to which you are a party to, (iii) you are lawfully able to enter into contracts with a US entity, (iv) you have independently evaluated the opportunity of entering into the Program and are not relying on any representation, statement or guarantee other than expressly set forth in this Agreement, 

(v) the information that you provide in connection with the Affiliate Program is accurate and complete at all times, and (vi) ) SVP’s use of your content and image described in Section 7 shall not violate or infringe upon the rights of any person or entity, including rights affecting copyright, patent, trademark, unfair competition, contract, defamation, privacy and/or publicity. You may update the information provided to us in writing through the Site or by contacting us directly. 

  1. Term and Termination. 

The term of this Agreement will commence upon your registration and approval for the Program. Either SVP or you may terminate this Agreement at any time, with or without cause (automatically and without recourse) by giving the other party written notice of termination; provided, however, that the effective date of the termination will occur seven (7) calendar days following receipt of notice by either party. Additionally, we may terminate this Agreement at any time or permanently suspend your participation in this Program (and thus removing our obligation to pay commission income on Qualifying Purchases to you) immediately and without recourse if you breach any term of this Agreement. 

  1. Indemnification; Limitation on Liability; Disclaimer.

In addition to the other provisions in this Agreement, you agree to defend, indemnify and hold harmless SVP and its officers, directors, shareholders, employees, affiliates and representatives from, in respect of and against any and all claims, costs, losses, liabilities, expenses (including reasonable attorneys’ fees and disbursements), judgments, damages, demands, lawsuits or similar actions or proceedings (each, a “Claim”) to the extent arising out of a third-party claim (i) based on the breach or alleged breach of any of Affiliate’s representations, warranties or covenants hereunder, (ii) your negligence or willful misconduct, (iii) any violation or alleged violation of any third-parties’ intellectual property rights, or (iv) your taxes and duties or the collection, payment, or failure to collect or pay your taxes or failure to meet tax registration requirements. You are not obligated to fulfill your indemnity obligations under this Agreement if such indemnity obligations arise due to SVP’s material breach of any term of this Agreement or because of SVP’s gross negligence or willful misconduct. 

EXCEPT FOR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL A PARTY BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. FURTHERMORE, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE AFFILIATE PROGRAM WILL NOT EXCEED THE COMMISSION INCOME PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE, OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. 

THE AFFILIATE PROGRAM, THE SITE, SVP CONTENT, ANY PRODCUTS AND ANY OTHER SERVICES OFFERED BY SVP IN CONNECTION WITH THIS AGREEMENT AND THE PROGRAM ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE AFFILIATE PROGRAM, THE SITE, SVP CONTENT, ANY PRODCUTS AND ANY OTHER SERVICES OFFERED BY SVP IN CONNECTION WITH THIS AGREEMENT AND THE PROGRAM. 

  1. Miscellaneous. 

This Agreement will be governed by and interpreted in accordance with the laws of the State of Tennessee, U.S.A., without reference to its conflict of laws principles. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, then such provision shall be interpreted in the manner that best reflects the apparent intentions of the parties and yet negates the element that rendered such provision illegal, unenforceable or void, or, if such interpretation is impracticable or impossible, then this Agreement shall continue in full force and effect without such provision. 

Affiliate shall not assign this Agreement without SVP’s prior written consent. SVP may assign this Agreement by providing notice to Affiliate. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. The terms and conditions of this Agreement, including any amendments, modifications, or exhibits thereto, constitute the entire agreement between the Parties and supersede all previous agreements and understandings, whether oral or written, between the Parties hereto with respect to the subject matter hereof. This Agreement may be executed in counterparts, each of which will be deemed an original and which together will constitute one instrument. 

No failure by party to this Agreement to insist upon the strict performance of any term or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other term or condition. The legal remedies afforded to SVP under this Agreement are in addition to, and not a replacement of, any and all other claims, damages, remedies and relief that SVP is entitled to under the applicable law. 

Upon termination of this Agreement, you agree to: (i) immediately and without delay remove and discontinue the usage of (i) SVP Content, and (ii) the Affiliate Link from the Affiliate Site. We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by notifying you via email or through the Site. The effective date of such change will be the date specified in the notice or, if no date is specified, then the date the notice is sent by SVP. 

YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND THE PROGRAM WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATIONS ARE UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 9.